TomTom 2008 Annual Report Download - page 31

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Business assurance
The company monitors its internal controls through a
systematic programme of risk analysis, internal audits
and control self-assessments. The business assurance
department (formerly named risk management and
internal audit department) assists in the independent
review of controls and management of risks. The
department is the responsibility of the Director of
Business Assurance (formerly the Chief Internal Auditor),
who reports functionally to the Audit Committee and
administratively to the Chief Financial Officer.
In 2008 reporting was performed for the Supervisory Board
at four Supervisory Board meetings and, following the
establishment of the Audit Committee, at the Audit
Committee meeting. In order to facilitate free and open
discussions during the course of the year, the Director of
Business Assurance met separately, and maintained open
communication lines with, the Chairman of the Supervisory
Board and the Chairman of the Audit Committee.
During 2006 an internal audit plan for 2006–2008 was
developed under the direction of the Supervisory Board.
In 2008 this internal audit work schedule continued to be
rolled out according to plan, and included additional
audits that were requested to address changing business
needs. At the inaugural Audit Committee meeting the
Internal Audit Plan for the forthcoming years was
discussed and agreed. The Internal Audit Plan includes
flexibility to accommodate possible changing business
needs and takes into account all the business units,
divisions and geographies in the company.
Independence
The business assurance department maintains a high
level of independence and objectivity within its team,
primarily through the following principles:
• the department provides assurance on internal
controls and advice on business risks and the
Management Board is accountable for managing
risks associated with the company’s activities and for
maintaining appropriate internal control systems;
• through the Director of Business Assurance, the
Supervisory Board and Audit Committee maintain a
direct relationship with the business assurance
department.
The Audit Committee Charter describes the purpose,
authority and responsibility of the Internal Audit function.
External audit
The Supervisory Board agrees the appointment and
compensation of the external auditor, subject, in each
case, to the approval of the company’s shareholders at
the Annual General Meeting of Shareholders. Deloitte
Accountants BV has acted as external auditor for the
company since 2004. They have expressed their
willingness to continue in office for the company
(including Tele Atlas) during 2009. Resolutions proposing
their re-appointment and authorising the board to set
their remuneration will be submitted to the forthcoming
Annual General Meeting.
During 2008, the Supervisory Board met three times with
the external auditor and the first Audit Committee
meeting was attended by the external auditor. All four of
these meetings were in the presence of the Management
Board. In order to facilitate free and open discussions
between the Supervisory Board members and the
external auditor, they also met separately, without the
Management Board present, during the course of the year.
The Supervisory Board also reviewed the independence
of the external auditor, Deloitte Accountants BV, taking
into account audit and non-audit services provided to the
company and its subsidiaries. Below is a summary of
services performed by Deloitte Accountants BV.
Types of service
(in € thousands)* 2008 2007
Statutory Audit 791 48% 389 45%
Other Audit
related services 114 7% 218 25%
Non-audit
services 376 23% ––
Tax services 372 22% 257 30%
1653 100% 864 100%
* The increase in external fees relates to the statutory audit of Tele Atlas
(post acquisition) including purchase price accounting and other
non-audit services that were approved by the Audit Committee.
In accordance with the Corporate Governance Code a
detailed review of the external auditors was performed in
2008. The main conclusions of this review will be
presented during the Annual General Meeting to be held
in April 2009.
FINANCIAL STATEMENTS 2008
The consolidated annual Financial Statements of
TomTom NV for 2008, as presented by the Management
Board, have been audited by Deloitte Accountants BV.
The Supervisory Board has approved these Financial
Statements for 2008 and all individual members of the
Supervisory Board, together with the members of the
Management Board, have signed the Financial
Statements for 2008. The Supervisory Board
recommends that the General Meeting of Shareholders
adopt the Annual Accounts for 2008. The Annual Report
for 2008 is available at the company's offices on request
and on the company’s website. Upon adoption of the
Annual Accounts for 2008, and in accordance with article
2:394 of the Dutch Civil Code and article 5:25o of the
Financial Markets Supervision Act, the Management
Board will file the Annual Accounts for 2008 with the AFM.
The Members of the Supervisory Board have signed the
annual Financial Statements pursuant to the statutory
obligation under article 2:101 (2) Dutch Civil Code.
The Supervisory Board would like to thank the
Management Board members for their continued
contribution and dedication during the year, especially
in this current challenging economic climate.
Supervisory Board,
Amsterdam, 23 February 2009