TomTom 2011 Annual Report Download - page 25

23
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 profi le
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
corporate website.
Remuneration
The General Meeting of Shareholders determines the
remuneration of the members of the Supervisory Board. 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 consolidated fi nancial statements. In 2011 the
Annual General Meeting of Shareholders adopted an increase
to the annual remuneration of the Supervisory Board members.
As a result, the annual remuneration of the Chairman of the
Supervisory Board is now €50,000 and €40,000 for the other
Supervisory Board members. The annual remuneration for sub-
committees membership remained uncharged.
Confl icts of interests
Members of the Supervisory Board must report and provide all
relevant information regarding any potential confl ict of interests
to the Chairman of the Supervisory Board or, in the case of a
confl ict of interests of the Chairman of the Supervisory Board, to
the Deputy Chairman of the Supervisory Board. The Supervisory
Board decides, without the relevant member being present,
whether a confl ict of interests exists. A member of the Supervisory
Board shall not take part in any discussions or decision making
that involves a subject or a transaction in relation to which such
member has a confl ict of interests with the company. Such
transactions are disclosed in the annual report. No such confl icts
of interests occurred during 2011.
Shareholdings
Rob van den Bergh owns 5,000 shares in the company. These
shares are held as a long-term investment within the meaning of
best practice provision III.7.2 of the Code and were not granted as
part of his remuneration.
Rotation plan
The Supervisory Board has adopted the rotation plan as shown in
the table below.
General Meeting
—
Functioning of the General Meeting of Shareholders
The Annual General Meeting of Shareholders must be held within
six months of the end of each fi nancial year. The discussion of
the annual report, the adoption of the annual accounts and
the release from liability of the members of the Management
Board and Supervisory Board are recurring agenda items. An
Extraordinary General Meeting of Shareholders may be convened,
whenever the company’s interests so require, by resolution of the
Management Board or the Supervisory Board.
Date of
fi rst appointment
Date of
re-appointment End of term
Date of
possible re-appointment
Karel Vuursteen 25 April 2007 26 April 2010 AGM 2014 AGM 2014
Doug Dunn 13 May 2005 29 April 2011 AGM 2015 AGM 2015
Guy Demuynck 13 May 2005 23 April 2008 AGM 2012 AGM 2012
Rob van den Bergh 25 April 2007 29 April 2011 AGM 2015 AGM 2015
Ben van der Veer 1 October 2008 n.a. AGM 2012 AGM 2012
Peter Wakkie 28 April 2009 n.a. AGM 2013 AGM 2013