TomTom 2010 Annual Report Download - page 44

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p 42 / TomTom Annual Report and Accounts 2010
Corporate
Governance (continued)
MANDATORY STATEMENT WITHIN THE MEANING
OF THE GOVERNMENTAL DECREE OF 20 MARCH
2009 ON CORPORATE GOVERNANCE
According to the Dutch Governmental Decree of 20 March
2009 on Corporate Governance (the “Decree”), 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 of the EU Takeover Directive. The
Management Board states that the aforementioned
information is included in this Corporate Governance
section. In accordance with the Decree, 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 28 of the Annual Report and is, for
the purpose of complying with the Decree, included for
reference in this Corporate Governance section.
MANDATORY STATEMENT FOR LARGE COMPANIES
WITHIN THE MEANING OF 2:153 DUTCH CIVIL CODE
In 2008, a statement within the meaning of clause 2:153 (1)
Dutch Civil Code was filed with the Trade Register which
provides that TomTom NV meets the requirements as set
out in clause 2:153 (2) Dutch Civil Code. During 2010 the
majority of the employees of the TomTom group worked
outside of the Netherlands (see note 8 to the Consolidated
Financial Statements on page 70 of this Annual Report).
Consequently, as TomTom NV acts as a mere holding and
finance company, the exemption of clause 2:153 (3) (b)
Dutch Civil Code applies to TomTom NV as a result of
which the statement that has been filed with the Trade
Register may be cancelled. Once the company’s 2010
annual accounts have been adopted, TomTom NV intends
to cancel the aforementioned statement.
Under the Financial Markets Supervision Act, we are
required to inform the AFM immediately if our issued and
outstanding share capital, or voting rights, change by 1%
or more compared with our previous notification. Other
changes in our capital or voting rights need to be notified
periodically. The AFM will publish such notification in a
public register. If a person’s capital or voting rights meet
or surpass the above mentioned thresholds as a result of
a change in our issued and outstanding share capital or
voting rights, that person is required to make such
notification no later than the fourth trading day after the
AFM has published our notification as described above.
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 2010, 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 11.8%
>Corinne Goddijn-Vigreux 11.8%
>Pieter Geelen/Stichting Beheer Moerbei 11.8%
>Peter-Frans Pauwels/Stichting Beheer Pillar Arc 11.8%
>Flevo Deelnemingen IV BV (Cyrte/Janivo) 8.4%
DECREE ARTICLE 10 OF THE EU TAKEOVER DIRECTIVE
According to Decree Article 10 of the 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, 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
Management Board states that the information required
to be disclosed under the Decree Article of the 10 EU
Takeover Directive, to the extent applicable to TomTom,
is included in this Corporate Governance section of this
Annual Report.