TomTom 2013 Annual Report Download - page 23

Download and view the complete annual report

Please find page 23 of the 2013 TomTom annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 93

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93

Appointment Committee is €7,000, while the other members of
these committees receive €4,000. The remuneration of Supervisory
Board members and committee members is proportional to the
number of months served. The aggregate remuneration of the
Supervisory Board members in 2013 amounted to €335,333.
For more detailed information about the remuneration of individual
members of the Supervisory Board see note 7 - Remuneration of
Members of the Management Board and the Supervisory Board in
the consolidated financial statements.
Conflicts of interest
Members of the Supervisory Board (excluding the Chairman) must
report any (potential) conflict of interest to the Chairman of the
Supervisory Board, and provide all relevant information. If the
(potential) conflict of interest involves the Chairman of the
Supervisory Board, it must be reported to the Deputy Chairman of
the Supervisory Board. The Supervisory Board shall decide whether
a conflict of interest exists. The member of the Supervisory Board
who has a (potential) conflict of interest may not be present at such
meetings. The member of the Supervisory Board with a (potential)
conflict of interest shall not participate in discussions and decision-
making on a subject or transaction in relation to which the member
has a conflict of interest with the company. Such transactions shall
be disclosed in the annual report. Transactions in which there are
conflicts of interest with members of the Supervisory Board have
not been reported in 2013.
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.
General Meeting
Functioning of the General Meeting
The Annual General Meeting must be held within six months after
the end of each financial year. The Annual General Meeting is
convened by public notice via the company's corporate website:
corporate.tomtom.com/agm.cfm.
The compilation of the annual report is a recurring agenda item, as
are the adoption of the annual accounts and the release from
liability of the members of the Management Board and Supervisory
Board. When deemed necessary in the interest of the company, an
Extraordinary General Meeting may be convened by resolution of
the Management Board or the Supervisory Board.
Shareholders may appoint a proxy who is then empowered to vote
on their behalf in the General Meeting. The minutes and the
resolutions of the General Meeting are recorded in writing.
The minutes will be made available to the shareholders on
TomTom's corporate website no later than three months after the
meeting.
Voting rights
Each of our ordinary shares and preferred shares is entitled to one
vote. Shareholders may vote by proxy. The voting rights attached
to any company shares held by the company are suspended as long
as they are held in treasury.
Resolutions of the General Meeting are adopted by an absolute
majority of votes cast, except where Dutch law or TomTom's
Articles of Association provide for a special majority.
According to TomTom's Articles of Association, the following
decisions of the General Meeting require a majority of at least two-
thirds of the votes cast, representing more than 50% of our issued
share capital:
• Resolution to cancel a binding nomination for the appointment
of a member of the Management Board or the Supervisory
Board;
• Resolution to appoint a member of the Management Board or
the Supervisory Board in contravention of the binding
nomination by the Supervisory Board; and
• Resolution to dismiss or suspend a member of the Management
Board or the Supervisory Board.
In addition, in accordance with Dutch law, TomTom's Articles of
Association provide that, if less than 50% of our issued share capital
is represented at the meeting, certain decisions of the General
Meeting require a majority of at least two-thirds of the issued
capital represented. This includes decisions of our General Meeting
regarding:
• The restriction and exclusion of pre-emptive rights, or the
designation of the Management Board as the authorised body
to exclude or restrict such rights;
• The reduction of the issued share capital; and
• A legal merger or legal demerger of the company.
Amendment of the Articles of Association
The General Meeting may resolve to amend the Articles of
Association of the company if it acts on a proposal by the
Management Board that has also been approved by the Supervisory
Board.
A resolution of the General Meeting to amend the Articles of
Association requires an absolute majority of votes cast, irrespective
of the share capital represented at the General Meeting.
Corporate Governance / Continued
ANNUAL REPORT AND ACCOUNTS 2013 / 23