TomTom 2007 Annual Report Download - page 34

28 SUPERVISORY BOARD REPORT
The Supervisory Board currently consists of Andrew
Browne, Doug Dunn, Guy Demuynck, Karel
Vuursteen and Rob van den Bergh, who are listed in
the section “Management Board and Supervisory
Board” of this annual report. Karel Vuursteen and
Rob van den Bergh joined the Supervisory Board
following their appointment at the Annual General
Meeting of Shareholders held on 25 April 2007.
SUMMARY OF ACTIVITIES
The Supervisory Board held six meetings with the
Management Board during 2007. 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 November 2007 meeting was on
educational training for the Supervisory Board.
At this meeting, the Supervisory Board members
also met with representatives of the recently
formed Works Council.
No Supervisory Board members were frequently
absent from the meetings. The attendance of the
2007 Supervisory Board meetings is reflected in the
table below.
In addition to the scheduled meetings, the
Supervisory Boardhad 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 the
Company’s M&A activities, including the offer for all
ordinary shares in the capital of Tele Atlas and the
acquisition of 29.9% of the ordinary shares in
Tele Atlas.
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.
The Supervisory Board thoroughly discussed the
proposed acquisition of Tele Atlas with and without
the Management Boardbeing present. To be able
toform a clear opinion about the transaction and
related matters the Supervisory Board received
extensive advice from both financial and legal
advisors of the Company.
The attendance at the 2007 meetings is reflected in
the following table.
Andrew Doug Guy Karel Rob van
Date Browne Dunn Demuynck Vuursteen den Bergh
19 February – ✓✓n.a. n.a.
20 April ✓✓✓n.a. n.a.
19 July ✓✓✓✓✓
23 October ✓–✓✓✓
29 November ✓✓✓✓✓
4December ✓✓✓ –✓
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
Since the appointment of two additional members
toour Supervisory Board at our 2007 Annual
General Meeting of Shareholders, the Supervisory
Boardhas consisted of fivemembers. In
accordance with the Corporate Governance Code,
the Supervisory Board intends to appoint an Audit
Committee, a Remuneration Committee and a
Selection and Appointment Committee from within
its members during 2008. All duties and
responsibilities normally performed by these
committees were carried out by the entire
Supervisory Board during 2007.
REMUNERATION OF THE SUPERVISORY BOARD
The remuneration of the members of the
Supervisory Board, and the additional remuneration
for the Chairman and the members of its sub-
committees, is determined by the General Meeting
of Shareholders. At the General Meeting of
Shareholders in April 2007, it was resolved to revise
the remuneration for the Chairman and members
of the Supervisory Board and to determine the
remuneration for membership of the sub-
committees. The remuneration is €35,000 per year
for members of the Supervisory Board and €45,000
for the Chairman, each in proportion to the number
of months served.
The aggregate remuneration of the Supervisory
Boardmembersin 2007 amounted to€157,940.
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.