TomTom 2012 Annual Report Download - page 32

TomTom Annual Report and Accounts 2012
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Supervisory Board Report | continued
Selection and Appointment Committee report
—
The Selection and Appointment Committee met four times during
the course of 2012, with an overall attendance rate of 92%.
The committee considered the composition and succession
planning of the Supervisory Board and Management Board
members. The nomination for re-appointment of two members
of the Supervisory Board (Guy Demuynck and Ben van der Veer)
and one member of the Management Board (Alain De Taeye) was
discussed. Also the rotation plan was reviewed.
The Act on Management and Supervision was adopted by the
Dutch parliament in 2012 and the committee deliberated on the
consequences of this new legislation for the company. In this
respect the members of the committee confi rmed their various
positions in Dutch and foreign companies. Further the committee
supports the commitment of the Supervisory Board in doing
its utmost to identify and nominate a female candidate on the
company’s Supervisory Board.
An independent third party carried out an assessment of the
functioning of the committee. It was concluded to gain better
insight in the selection criteria for senior management.
Audit Committee report
—
The Audit Committee met four times during the course of 2012,
with an overall attendance rate of 83%. The meetings were
held prior to the publication of the quarterly fi nancial results. All
meetings were attended by Marina Wyatt and the VP of Business
Assurance in full or part during the year. Harold Goddijn and
Alain De Taeye attended the meetings as required (for instance,
where the most important group risks and internal controls were
discussed). The external auditor attended all agenda items relevant
to the publication of the quarterly fi nancial results. During the year
the Audit Committee also invited senior management responsible
for IT, Tax, Treasury, TechOps, the Product Offi ce, Corporate
Security and Corporate Social Responsibility to provide updates
on their businesses.
The Audit Committee considers that it has suffi cient breadth,
depth, industry-relevant knowledge, experience and expertise
available to enable it to discharge its duties appropriately.
In particular, it considers that the fi nancial skills and experience
that can reasonably be expected of an Audit Committee in the
discharge of its duties were available during the year.
The Supervisory Board has decided to apply the same performance
criteria and weighting for the short-term incentive scheme as
in 2012. The focused nature of the KPIs refl ects the Supervisory
Board’s opinion that the current economic climate requires strong
fi nancial guidance.
The Supervisory Board has confi rmed that the long-term
performance criteria for 2013 refl ect the company’s strategy
considerations. A set of KPIs will enable the Supervisory Board to
measure the progress made in the execution of the company’s
strategy to restore revenue growth. This growth should be
achieved by greater increase from non-PND product sales while
limiting the decline of PND sales. TomTom’s position as a preferred
supplier will also be measured. It was decided to set scaled
achievement ranges for these long term KPIs with a maximum
combined achievement level of 100%. The related targets are
deemed commercially sensitive information and will therefore not
be disclosed.
Employee arrangements and severance agreements
—
All members of the Management Board have an employment
contract with the company. The employment contracts are
entered into for an indefi nite period, but 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 that the employment of a
member of the Management Board is terminated by the company,
or on its initiative, he or she shall be entitled to a fi xed amount
of 50% of one year’s base salary, including holiday allowance.
The severance compensation due will be paid to members of the
Management Board during the agreed notice period of 12 months
in addition to the salary.
These terms will not apply if the employment of a member of
the Management Board is terminated for any reason as set out
in articles 7:677 (1) and 7:678 of the Dutch Civil Code. In such
situations the Management Board member will not be entitled
to any severance compensation. A member of the Management
Board will not be entitled to severance compensation 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.