TomTom 2009 Annual Report Download - page 47

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2009 topics
During the first half of 2009, the company’s balance
sheet, particularly in relation to the loan covenants
under the syndicated loan facility, was a recurring
topic for the Supervisory Board, both in its
meetings and in weekly update calls with the
Management Board. These discussions led to the
decision to raise equity by means of a private
placement and subsequent rights issue which was
effected in July 2009.
In May the Supervisory Board visited the US operations
to meet the local team and gain additional insight
into the opportunities and challenges particular
to the US market. This opportunity was also used
to dedicate a full day of Supervisory Board time
to review, discuss and evaluate the company wide
strategy. As strategy is one of the main areas of
attention for the Supervisory Board, the direction
that the company wants to take and how it wants
to achieve this goal was an item for discussion on
every Supervisory Board meeting agenda in 2009.
These deliberations were governed by factors such
as the competitive landscape in which we operate,
potential M&A and partnering opportunities and the
positioning of the company’s assets and strengths
within the framework of TomTom’s strategy. The
Supervisory Board feels it would not be appropriate
to divulge further details of these discussions with a
view to the highly competitive market in which the
company operates.
The Supervisory Board held its annual Induction
and Governance day in November, which included
a presentation on the company’s competitive
landscape, the intellectual property strategy and
an update on the company’s technology programme.
The amendments to the Dutch Corporate Governance
Code of December 2008, necessitated the discussion
of such items as the company's approach toward
corporate social responsibility, the review of the
Supervisory Board profile and the update of the
Management Board and Supervisory Board rules
as well as the new policy on bilateral contacts with
shareholders.
Other subjects covered during the various meetings
of the Supervisory Board included:
• optimisation of the organisational structure
of the company
• the integration of Tele Atlas’ operations
within the company
• compliance with laws and regulations and the
company’s approach to legal compliance
• the size and composition of the Supervisory
Board and Management Board
• the company’s remuneration policy
• corporate strategy and risks inherent in the
business activities
• the company’s marketing and communication plan
• the annual budget
• valuation of intangible assets.
REMUNERATION OF THE SUPERVISORY BOARD
The remuneration of the Supervisory Board
members and the additional remuneration for the
Chairman and the members of its subcommittees
is determined by the General Meeting of
Shareholders.
The annual remuneration is €35,000 for Supervisory
Board members and €45,000 for the Chairman.
The annual remuneration for participation in the
Audit Committee is €7,000 for members of the
Audit Committee and €10,000 for the Chairman.
The annual remuneration for participation in the
Remuneration Committee and the Selection and
Appointment Committee is €4,000 for members
and €7,000 for the Chairman. The remuneration
of Supervisory Board members and committee
members is proportional to the months served.
The aggregate remuneration of the Supervisory
Board members in 2009 amounted to €254,891.
The individual remuneration of the Supervisory
Board members is shown in the notes to our
Consolidated Financial Statements, which are
included in this Annual Report on page 69.
Karel Doug Guy Rob van Ben van Peter Joost
Vuursteen Dunn Demuynck den Bergh der Veer Wakkie Tjaden
27 January ✓–✓✓✓n.a. n.a.
23 February – ✓✓✓✓n.a. n.a.
10 March ✓✓✓✓✓n.a. n.a.
21 April ✓✓✓✓✓n.a. n.a.
28 April ✓✓✓✓✓n.a. n.a.
8 May ✓✓✓✓✓✓n.a.
21 July ✓✓✓✓✓✓✓
27 October ✓✓✓✓✓✓ –
24 November ✓✓ –✓✓ –✓
10 December ✓–✓–✓✓✓