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Corporate Governance 29 TomTom Annual Report 2006
Corporate Governance
Continued
Management Board
General
The members of the Management Board have collective
powers and responsibilities. They are responsible for the
day-to-day management of our operations under the
supervision of the Supervisory Board.
Composition and appointment
The Articles of Association provide that the number of
members of the Management Board will be determined
by the Supervisory Board and will consist of at least three
members: a Chief Executive Officer, a Chief Financial
Officer and a Chief Operating Officer. Each member of the
Management Board is appointed for a maximum of four
years, which can be renewed for another period of not
more than four years at a time. A resolution of the General
Meeting of Shareholders to suspend or dismiss members
of the Management Board requires a majority of at least
two-thirds of the votes cast representing more than 50%
of our issued share capital.
The General Meeting of Shareholders appoints the
members of the Management Board, subject to the right
of the Supervisory Board to make a binding nomination.
The General Meeting of Shareholders may at all times, by
a resolution passed with a majority of at least two-thirds of
the votes cast representing more than 50% of our issued
share capital, resolve that the nomination submitted by the
Supervisory Board is not binding. In such cases the General
Meeting of Shareholders may appoint a member of the
Management Board in contravention of the Supervisory
Board’s nomination by a resolution passed with a majority
of at least two-thirds of the votes cast representing more
than 50% of our issued share capital. If the Supervisory
Board fails to use its right to submit a binding nomination,
the General Meeting of Shareholders may appoint
members of the Management Board with a majority of at
least two-thirds of the votes cast representing more than
50% of our issued share capital.
Members of the Management Board
Harold Goddijn
Chief Executive Officer
Marina Wyatt
Chief Financial Officer
Alexander Ribbink
Chief Operating Officer
Further details about the members of the Management
Board and their biographies can be found in the
Management Board and Supervisory Board section.
Senior management
Our Management Board is supported by our Senior
Management Team:
Corinne Goddijn-Vigreux
Chief Commercial Officer
Peter-Frans Pauwels
Chief Technical Officer
Pieter Geelen
Director of Software Development
Mark Gretton
Development Director
Harry van de Kraats
Human Resources and Organisation Director
Remuneration
The Supervisory Board establishes the remuneration of the
individual members of the Management Board, in
accordance with the Management Board remuneration
policy as adopted by the General Meeting of Shareholders.
The Supervisory Board presents to the General Meeting of
Shareholders for approval any scheme providing for the
remuneration of the members of the Management Board
in the form of shares or options.
For further information about the remuneration of the
members of the Management Board, see the notes
included in the financial statements of TomTom NV in this
annual report.