TomTom 2006 Annual Report Download - page 26

Supervisory Board report 24 TomTom Annual Report 2006
Supervisory Board report
The Supervisory Board currently consists of Andrew
Browne, Doug Dunn and Guy Demuynck who are listed
in the section “Management Board and Supervisory
Board” of this annual report.
Summary of activities
The Supervisory Board held six meetings with the
Management Board during 2006 (see below). Among
the items discussed in these meetings were operational,
financial, legal, governance and strategic matters.
The Supervisory Board discussed and agreed the
financial results and the quarterly results with the related
press releases prior to publication. The focus for the
July 2006 meeting was on educational training for
the Supervisory Board.
No Supervisory Board members were frequently
absent from the meetings. The attendance of the 2006
Supervisory Board meetings is reflected in the
following table.
Date Andrew Doug Guy
Browne Dunn Demuynck
13 February • – •
24 April • – •
4 July • • •
20 July • • •
25 October • • •
13 December • • •
In addition to the scheduled meetings, the Supervisory
Board had regular contact, including conference calls,
with the Management Board and was informed and
consulted by the Management Board on the course
of the business and on the acquisition of Applied
Generics Ltd.
Meetings without the Management Board being present
included meetings with the external auditor, meetings
to review the composition, functioning and individual
performance of the Management Board and meetings
to discuss the composition, functioning and individual
performance of the Supervisory Board.
Independence
The Supervisory Board confirms that all Supervisory
Board members are independent within the
meaning of provision III.2.2 of the Dutch Corporate
Governance Code.
Committees
As the Supervisory Board consisted of fewer than five
members, it was not obliged to and did not voluntarily
appoint from among its members an Audit Committee,
a Remuneration Committee and a Selection and
Appointment Committee. Therefore, in accordance with
the Dutch Corporate Governance Code, the Supervisory
Board assumes the responsibilities normally performed
by these Committees.
Remuneration of the Supervisory Board
The aggregate remuneration of the Supervisory Board
members in 2006 amounted to 100,000. The individual
remuneration of the members of the Supervisory Board
is shown in the notes to our financial statements which
are included in this annual report.
Remuneration Report
Application in 2006
On the basis of a benchmark of salaries, performed by
an independent consultancy agency in February 2006,
the Supervisory Board agreed to continue the same
policy as in 2005 with respect to the base salaries and
bonuses of Management Board members.
The Supervisory Board drew up a Remuneration Policy
for the Management Board which was approved at the
Annual General Meeting of Shareholders in April 2006.
In 2006, the remuneration of the Management
Board consisted of (i) fixed remuneration, (ii) variable
remuneration and (iii) long-term incentives
(stock options).
(i) Fixed remuneration
The fixed remuneration consists of a base salary,
which includes pension, 8% holiday allowance (except
to Ms. Wyatt), life and disability insurance as well as
health insurance. Base salaries are subject to the usual
statutory deductions.
Members of the Management Board are eligible
to participate in the Company’s defined contribution
pension plan. The Company’s contribution to the
pension of each member of the Management Board
is a maximum of 10% of base salary.