TomTom 2011 Annual Report Download - page 24

TomTom Annual Report and Accounts 2011
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Confl icts of interests
Members of the Management Board must report and provide
all relevant information regarding any confl ict of interests or
potential confl ict 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 confl ict of
interests. During 2011, no such confl icts 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 be 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
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 Supervisory Board has determined a profi le regarding its size
and composition taking into account the nature of TomTom’s
business, its activities and the desired expertise. The Supervisory
Board profi le and rules that further regulate its decision making
process, are both posted on TomTom’s corporate 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
Doug Dunn and Rob van den Bergh were re-appointed as Vice-
Chairman and Member of the Supervisory Board respectively at
the Annual General Meeting of Shareholders on 29 April 2011.
We currently have a vacancy in the Supervisory Board.
This vacancy shall be fi lled 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. The Supervisory Board will ensure that the nominee has
the experience and expertise as set out in the profi les of the
Supervisory Board.
Further details on the members of the Supervisory Board, and their
biographies, can be found in the Profi les of the Supervisory Board.
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
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 fi nancial information by the company,
the performance of our independent auditor and internal
audit function, the policy of the company on tax planning, the
fi nancing 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
Corporate Governance | continued