TomTom 2010 Annual Report Download - page 38

p 36 / TomTom Annual Report and Accounts 2010
Corporate
Governance (continued)
CONFLICTS OF INTERESTS /
Members of the Management Board must report and
provide all relevant information regarding any conflict of
interests or potential conflict of interests to the Chairman
of the Supervisory Board. The Supervisory Board decides,
without the member of the Management Board being
present, whether there is a conflict of interests. During
2010, no such conflicts of interests occurred.
SUPERVISORY BOARD
GENERAL /
The main task of the Supervisory Board is to supervise the
activities of the Management Board and the general course
of affairs of TomTom and its business. The Supervisory
Board assists the Management Board by providing it with
advice at the request of the Management Board but also
on its own initiative. In performing its duties the
Supervisory Board acts in the interest of our company
as a whole as well as its stakeholders.
The Articles of Association require that certain decisions of
the Management Board are subject to the approval of the
Supervisory Board. Resolutions of the Management Board
to issue shares, grant rights to acquire shares or to restrict
or exclude pre-emptive rights require prior approval of the
Supervisory Board. Other resolutions requiring such
approval include (i) proposals to amend the Articles of
Association; (ii) proposals to conclude a legal merger or
a demerger; and (iii) proposals to reduce the issued
share capital.
COMPOSITION AND APPOINTMENT /
The Articles of Association provide that the Supervisory
Board of the company consists of three or more members.
Each member of the Supervisory Board is appointed for a
maximum of four years. This appointment can be renewed
for two additional periods of not more than four years at
a time. The General Meeting of Shareholders appoints the
members of the Supervisory Board, subject to the right
of the Supervisory Board to make a binding nomination.
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 the
issued share capital, resolve that the nomination submitted
by the Supervisory Board is not binding. In such case, the
appointment of a member of the Supervisory Board in
contravention of the nomination requires a resolution of
the General Meeting of Shareholders adopted with a
majority of at least two thirds of the votes cast,
representing more than 50% of the issued share capital.
The Supervisory Board appoints a Chairman and a Deputy
Chairman from amongst its members. The members of
the Supervisory Board retire periodically in accordance
with a rotation plan. A resolution of the General Meeting
of Shareholders to suspend or dismiss members of the
Supervisory Board requires a majority of at least two-thirds
of the votes cast, representing more than 50% of the
issued share capital.
The General Meeting of Shareholders appoints the
members of the Management Board, subject to the right
of the Supervisory Board to make a binding nomination.
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 the issued
share capital, resolve that the nomination submitted by the
Supervisory Board is not binding. In such case, the General
Meeting of Shareholders may appoint a member of the
Management 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 the issued share capital. If the Supervisory
Board fails to use its right to submit a binding nomination,
the General Meeting of Shareholders may appoint members
of the Management Board with a majority of at least
two-thirds of the votes cast, representing more than 50%
of the issued share capital.
A resolution of the General Meeting of Shareholders to
suspend or dismiss members of the Management Board
requires a majority of at least two-thirds of the votes cast,
representing more than 50% of the company’s issued
share capital.
MEMBERS OF THE MANAGEMENT BOARD /
Currently, the Management Board consists of:
>Harold Goddijn – CEO
>Marina Wyatt – CFO
>Alain De Taeye
Further details on the members of the Management Board,
and their biographies, can be found in the Profiles of the
Management Board section on page 44 of this Annual
Report.
REMUNERATION /
Upon a proposal by the Remuneration Committee, the
Supervisory Board determines the remuneration of the
individual members of the Management Board in accordance
with the Remuneration Policy for the Management Board.
This policy was adopted by the General Meeting of
Shareholders in 2009. The Supervisory Board presents to
the General Meeting of Shareholders for approval any
scheme providing for the remuneration of the members
of the Management Board in the form of shares and
options. For further information about the remuneration
of the members of the Management Board, see the
Remuneration Report included in the Supervisory Board
Report section and the notes included in the Financial
Statements in this Annual Report.