TomTom 2008 Annual Report Download - page 34

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32 / CORPORATE GOVERNANCE (CONTINUED)
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 Supervisory 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.
Members of the Supervisory Board
The Supervisory Board now consists of:
• Karel Vuursteen – Chairman
• Doug Dunn – Deputy Chairman
• Guy Demuynck – member of the Supervisory Board
• Rob van den Bergh – member of the Supervisory Board
• Ben van der Veer – member of the Supervisory Board.
Further details on the members of the Supervisory Board,
and their biographies, can be found in the Profile of
Management Board and Supervisory Board section.
The Committees
From amongst its members the Supervisory Board
established an Audit Committee, Remuneration
Committee and a Selection and Appointment Committee.
The Audit Committee
Among other things, the Audit Committee assists the
Supervisory Board in overseeing the integrity of our
financial statements, the operation of the overall internal
risk and control systems, the performance of our
independent auditor and internal audit function and our
systems of disclosure controls and procedures.
The Audit Committee comprises:
• Ben van der Veer (Chairman)
• Rob van den Bergh
• Doug Dunn.
The Remuneration Committee
The Remuneration Committee reviews the remuneration
of the Management Board and drafts amendments to the
company's remuneration policy, when required. It
determines, within the parameters set, specific
remuneration arrangements for each of the members of
the Management Board and prepares the remuneration
report to be included in the Annual Report.
The Remuneration Committee comprises:
• Guy Demuynck (Chairman)
• Karel Vuursteen.
The Selection and Appointment Committee
The Selection and Appointment Committee focuses on
drawing up selection criteria and appointment procedures
for Supervisory Board members and Management Board
members, assessing the size and composition of the
Supervisory Board and the Management Board, making
a proposal for a composition profile of the Supervisory
Board and making proposals for appointments and
reappointments
The Selection and Appointment Committee comprises:
• Karel Vuursteen (Chairman)
• Guy Demuynck.
The charter of each committee can be found on our
website.
Remuneration
The remuneration of the members of the Supervisory
Board is determined by the General Meeting of
Shareholders. Members of the Supervisory Board are not
authorised to receive any payments under our pension or
bonus schemes or under our option or share plans.
For detailed information about the individual
remuneration of members of the Supervisory Board see
the notes to the Financial Statements of TomTom NV
included in this Annual Report, on page 48.
Conflicts of interest
Members of the Supervisory Board must report and
provide all relevant information regarding any potential
conflict of interest to the Chairman of the Supervisory
Board or, in the case of a conflict of interest of the
Chairman of the Supervisory Board, to the Deputy
Chairman of the Supervisory Board. The Supervisory
Board shall decide, without the relevant member of the
Supervisory Board being present, whether a conflict of
interest exists. A member of the Supervisory Board shall
not take part in any discussions or decision making that
involves a subject or a transaction in relation to which he
has a conflict of interest with the company. Such a
transaction shall be disclosed in the Annual Report.
No such conflicts of interest occurred during 2008.
Shareholdings
Rob van den Bergh owns 5,000 shares in the company.
These shares are held as a long-term investment within
the meaning of best practice provision III.7.2 of the
Corporate Governance Code and were not granted as
part of his remuneration.
Mandatory Statement for Large Companies within the
meaning of 2:153 Dutch Civil Code
A statement within the meaning of clause 153
subparagraph 1 of Book 2 of the Dutch Civil Code was
filed with the Trade Register which provides that the
company meets the requirements as set in clause
2:153 (2) Dutch Civil Code.