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p 37 / TomTom Annual Report and Accounts 2010
The Supervisory Board has determined a Profile regarding
its size and composition taking into account the nature of
TomTom’s business, its activities and the desired expertise.
In 2010 the Profile was amended to reflect the topic of
diversity as introduced in the Code. The amended Profile
and the Supervisory Board rules that further regulate its
decision making process, are both posted on the TomTom
website.
MEMBERS OF THE SUPERVISORY BOARD /
The Supervisory Board consists of the following six
members:
>Karel Vuursteen – Chairman
>Doug Dunn – Deputy Chairman
>Guy Demuynck
>Rob van den Bergh
>Ben van der Veer
>Peter Wakkie
Karel Vuursteen was re-appointed as Chairman at the
Annual General Meeting of Shareholders on 26 April 2010.
The Supervisory Board member Joost Tjaden, who was also
a member of the Audit Committee, resigned on 1 July 2010.
Currently the Supervisory Board is in the process of finding
a suitable candidate for this vacancy in cooperation with
the shareholders Cyrte Investments BV and Janivo Holding
BV as they have the right to nominate a candidate for one
seat on the Supervisory Board. When drawing up the
nomination, the Supervisory Board will ensure that the
nominee has the experience and expertise as set out in the
Supervisory Board Profile.
Further details on the members of the Supervisory Board,
and their biographies, can be found in the Profiles of the
Supervisory Board section on page 45 of this Annual
Report.
The committees
From amongst its members the Supervisory Board
established an Audit Committee, a Remuneration
Committee and a Selection and Appointment Committee.
The Audit Committee
Among other things, the Audit Committee focuses on
supervising the activities of the Management Board with
respect to the operation of the internal risk management
and control systems, the operation of codes of conduct,
the provision of financial information by the company, the
performance of our independent auditor and internal audit
function, the policy of the company on tax planning, the
financing of the company and the application of
information and communication technology.
The Audit Committee consists of:
>Ben van der Veer (Chairman)
>Rob van den Bergh
>Doug Dunn
The Remuneration Committee
The Remuneration Committee makes a proposal to the
Supervisory Board for the remuneration policy for the
Management Board and the remuneration of its individual
members and prepares the remuneration report to be
included in the Annual Report. The Remuneration
Committee consists of:
>Guy Demuynck (Chairman)
>Karel Vuursteen
>Peter Wakkie
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 re-appointments.
Succession planning for senior management in general and
topics related thereto are also a focus of the Selection and
Appointment Committee.
The Selection and Appointment Committee comprises of:
>Karel Vuursteen (Chairman)
>Guy Demuynck
>Peter Wakkie
The terms of reference 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 the company’s pension or
bonus schemes or under the option or share plans. For
detailed information about the individual remuneration
of members of the Supervisory Board see note 7 to the
Financial Statements of TomTom NV included in this Annual
Report, on page 68.