TomTom 2011 Annual Report Download - page 38

TomTom Annual Report and Accounts 2011
36
that the employment of a member of the Management Board is
terminated by or on the initiative of the company, he or she shall
be entitled to a fi xed amount of 50% of one year’s base salary,
including holiday allowance, unless the employment is terminated
for causes within the meaning of the articles 7:677 (1) and 7:678
of the Dutch Civil Code, in which situations the Management
Board member is not entitled to any severance compensation.
This amount will be due in addition to the salary to be paid to
members of the Management Board during the agreed notice
period of 12 months. A member of the Management Board will
not be entitled to the severance if the employment is terminated
by him or her or on his or her initiative.
Members of the Supervisory Board are not entitled to any benefi ts
upon the termination of their appointment.
Selection and Appointment Committee
—
The Selection and Appointment Committee met four times during
the course of 2011, with all members present at each meeting.
Topics covered during the meetings of the Selection and
Appointment Committee were:
– the nominations for re-appointment of the Deputy-Chairman
and a member of the Supervisory Board respectively, and the
associated new rotation plan
– the review of the size and composition of the Supervisory
and Management Boards, bearing in mind the vacancy in the
Supervisory Board
– recent corporate governance topics: proposed limitation of the
number of Supervisory Board positions in Dutch companies/
foundations, one-tier versus two-tier board structure
– the Act on Management and Supervision which is expected to
come into force on 1 July 2012
– the outcome of the Selection and Appointment Committee’s
self-assessment.
Audit Committee report
—
Management Board members Marina Wyatt, Alain De Taeye and
the VP of Business Assurance attended all meetings either in full
or part during the year. The external auditor attended all agenda
items relevant to the publication of the quarterly results. During
the year the Audit Committee also invited the following colleagues
to attend meetings:
– the CEO, in order to discuss the most important group risks
and internal controls and
– the leaders of Legal, IT, Tax, Corporate Development & Treasury,
Financial Shared Services and Corporate Social Responsibility.
Four Audit Committee meetings were held during the year, each
prior to the publication of the quarterly fi nancial results. All Audit
Committee members attended each of the meetings.
the Management Board is capped at 10% of the annual base
salary.
The CEO has opted to waive his rights to take part in the
company’s pension plan and does not receive any contribution
from the company. The CFO does not participate in the
company’s pension plan and receives a contribution of 10%
of her gross annual base salary into her pension plan.
Alain De Taeye does not participate in the company pension
plan and receives a contribution of 7% of his gross annual
base salary in his pension plan.
In addition to the above-mentioned remuneration
components, the Management Board members are entitled
to remuneration for items such as medical insurance, death
and disability insurance, and they also benefi t from directors’
and offi cers’ liability insurance coverage. These benefi ts are in
line with market practice. The company does not provide loans
to members of the Management Board.
Outlook 2012
—
The Supervisory Board does not intend to change the
Remuneration Policy in the foreseeable future.
Following the outcome of the 2011 benchmarking exercise, the
Remuneration Committee concluded that the base salaries of
Marina Wyatt and Alain De Taeye are at the median level of Dutch
market pay and therefore do not need to be adjusted in 2012.
The CEO’s base salary is currently under median market level but
will not be brought closer to the median in 2012.
The Supervisory Board has decided to apply the same performance
criteria for the short-term incentive scheme as in the previous year.
The focused nature of the KPIs refl ects the Supervisory Board’s
opinion that these times call for strong fi nancial guidance.
The Supervisory Board has further decided that for 2012 the long-
term performance criteria remain unchanged. The related targets
are deemed commercially sensitive information and therefore will
not be disclosed.
Employee arrangements and severance agreements
—
All members of the Management Board have an employment
contract with the company. Although the employment contracts
are entered into for an indefi nite period of time, the term of
offi ce of members of the Management Board is four years. After
this period, they may be re-appointed for another term of not
more than four years at a time. A notice period of 12 months is
applicable for all members of the Management Board. In the event
Supervisory Board Report | continued