TomTom 2009 Annual Report Download - page 43

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/ 41
The AFM keeps a public register of all notifications
made pursuant to these disclosure obligations,
and publishes any notification it receives. As at
31 December 2009, we do not know of any person
or legal entity holding an interest in our ordinary
share capital and/or voting rights of more than 5%
(also based on the AFM register of substantial
holdings) other than:
• Harold Goddijn 11.86%
• Corinne Goddijn-Vigreux 11.79%
• Pieter Geelen/Stichting Beheer Moerbei 11.79%
• Peter-Frans Pauwels/Stichting Beheer Pillar
Arc 11.79%
• Flevo Deelnemingen IV BV 8.38%.
DECREE ARTICLE 10 EU TAKEOVER DIRECTIVE
According to the Decree Article 10 EU Takeover
Directive, TomTom has to report on amongst others
its capital structure, restrictions on voting rights
and the transfer of securities, significant
shareholdings in TomTom, the rules governing the
appointment and dismissal of members of the
Management Board and the Supervisory Board and
the amendment of the Articles of Association and
the powers of the Management Board (in particular
the power to issue shares or to repurchase shares).
The information required by the Decree Article 10
EU Takeover Directive, to the extent applicable to
TomTom, is included in this Corporate Governance
section of this Annual Report.
MANDATORY STATEMENT WITHIN THE MEANING
OF THE GOVERNMENTAL DECREE OF 20 MARCH
2009 ON CORPORATE GOVERNANCE
According to the Governmental Decree of 20 March
2009 TomTom has to publish a statement on
corporate governance (the “Corporate Governance
Statement”). The Corporate Governance Statement
has to report on compliance with the Code. In
addition, the Corporate Governance Statement
must provide information on the functioning of the
General Meeting of Shareholders including its main
rights, the composition of the Management Board
and the Supervisory Board including its committees
and the information which must be disclosed
pursuant to the Decree Article 10 Takeover
Directive.
The Management Board states that the
aforementioned information is included in this
Corporate Governance section.
In accordance with the Decree of 20 March 2009,
the Corporate Governance Statement must also
describe the main characteristics of the internal
risk management and control systems connected
to the company’s financial reporting process. This
description is included in the Internal Control report
section on page 26 of the Annual Report and is, for
the purpose of complying to the Decree of 20 March
2009, included for reference in this Corporate
Governance section.
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 in 2008 which
provides that the company meets the requirements
as set in clause 2:153 (2) Dutch Civil Code.
STATEMENT WITHIN THE MEANING OF ARTICLE
5:25C (2) (C) FINANCIAL MARKETS SUPERVISION
ACT
The Management Board is responsible for the
preparation and fair presentation of the Financial
Statements and for the preparation of the
Management Report. This responsibility includes:
designing, implementing and maintaining internal
controls relevant to the preparation and fair
presentation of the company Financial Statements
that are free from material misstatement, whether
due to fraud or error; selecting and applying
appropriate accounting policies; and making
accounting estimates that are reasonable in
the circumstances.
The Management Board states that, to the best
of its knowledge:
• the annual Financial Statements give a true and
fair view of the assets, liabilities, financial
position and profit or loss and the undertakings
included in the consolidation taken as a whole,
and
• the Management Report includes a fair review
of the development and performance of the
business and the position of the company and
the undertakings included in the consolidation
taken as a whole, together with a description of
the principal risks and uncertainties that the
company faces.
Management Board
Harold Goddijn – CEO
Marina Wyatt – CFO
Alain De Taeye
18 February 2010