TomTom 2009 Annual Report Download - page 46

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GENERAL
The Supervisory Board is responsible for supervising
the activities and decisions of the Management
Board. It also provides advice, both at the request
of the members of the Management Board and on
its own initiative. In addition, the Supervisory Board
is responsible for the supervision of the general
course of affairs of the company. In performing its
duties the Supervisory Board is guided by the
company’s interests, taking into account the interests
of TomTom’s stakeholders, whilst applying the
principles of good entrepreneurship. The key elements
of the role and responsibilities of the Supervisory
Board are set out in the Supervisory Board rules
which can be found on the TomTom website.
COMPOSITION OF THE SUPERVISORY BOARD
In the first half of 2009 two additional members
were appointed to the Supervisory Board, Peter
Wakkie and Joost Tjaden, bringing the total number
of members to its current level of seven. Peter Wakkie
was appointed at the Annual General Meeting of
Shareholders in April 2009. Following the private
placement and subsequent rights issue, and as
approved by the shareholders at the Extraordinary
General Meeting of Shareholders held in June 2009,
Joost Tjaden joined the Supervisory Board. As is
customary in TomTom, the new members were
offered the opportunity to gain insight into the
company, its various business units and the all
important technology portfolio through one-on-one
meetings and talks with key managers within the
company.
The other members of the Supervisory Board are
Karel Vuursteen, Doug Dunn, Guy Demuynck, Rob
van den Bergh and Ben van der Veer. Short
biographies of all members are included in the
section Management Board and Supervisory Board
of this Annual Report on page 43.
The profile of the Supervisory Board of TomTom
(please see TomTom website for complete document)
sets out the requirements for the size and the
composition of the Supervisory Board. This profile is
evaluated regularly and its validity is assessed against
the developments and strategic changes of the
company and, if necessary, it is amended accordingly.
The Supervisory Board confirms that all its members
are independent within the meaning of best practice
provision III.2.2. of the Dutch Corporate Governance
Code.
While the full Supervisory Board retains overall
responsibility for its tasks, the Audit Committee,
Remuneration Committee and Selection and
Appointment Committee prepare and assist the
decision-making of the Supervisory Board. The
chairmen of the various committees maintain a
close relationship with their relevant senior
managers within the company, with regular face-
to-face contact to set the agendas and prepare all
relevant information for the committee meetings.
The regular Supervisory Board meetings are
preceded by committee meetings. A summary
of the deliberations and proposed resolutions
of the committees is discussed at the start of the
Supervisory Board meeting. The minutes of the
committee meetings are distributed to all
Supervisory Board members.
All Supervisory Board members are also members
of at least one committee. Details on the composition
and tasks and responsibilities of the respective
committees can be found in the Corporate
Governance section of this Annual Report on page 36.
ACTIVITIES 2009
Meetings and meeting structure
During 2009 the Supervisory Board held ten
meetings with the Management Board present.
The regular meetings were structured into two
parts; one element consisted of recurring topics
such as the updates on the various operations,
contacts with the investor community and the
strategic and financial updates, including the
related press releases. The second component
of a regular meeting was dedicated to a specific
topic; e.g. a specific area of the business.
Outside the scheduled meetings, the members of
the Supervisory Board have regular contact with the
members of the Management Board through calls
or face-to-face meetings. These frequent informal
consultations ensure that the Supervisory Board
remains well informed about the day-to-day
running of the business.
In addition, the Supervisory Board held meetings
without members of the Management Board present.
These included meetings to review the composition
and functioning of the Management Board and the
performance of its individual members. Also
discussed was the performance of the Supervisory
Board and its committees. This self-evaluation
took the form of a self-assessment questionnaire,
the objective of which was to provide the framework
for a discussion of how the Supervisory Board,
its committees and its members function. The
discussions of the feedback received through the
questionnaires included recommendations to
facilitate changes and improvement.
In 2009, the Works Council met twice with a
representative of the Supervisory Board.
No Supervisory Board members were frequently
absent from the meetings. The attendance of the
2009 Supervisory Board meetings is reflected in
the table below.
Supervisory
Board report