TomTom 2013 Annual Report Download - page 36

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 benefits
upon the termination of their appointment.
Selection and Appointment Committee
Report
The Selection and Appointment Committee met four times during
the course of 2013, with an overall attendance rate of 100%. The
committee considered the composition and succession planning of
the Supervisory Board and Management Board members. As a
result of its last year's evaluation, where the committee, among
others, concluded to focus more on succession planning, the
committee discussed the company's progress on its succession
planning for key positions within the company on a quarterly basis.
The rotation plan was reviewed and discussed, also with respect to
the Act on Management and Supervision. Actions were undertaken
by the committee to demonstrate the Supervisory Board's
commitment to the statutory gender balance requirements.
Consequently, the Supervisory Board will be nominating two
female candidates for positions on the company's Supervisory
Board at the 2014 Annual General Meeting.
The members confirmed their various positions in Dutch and
foreign companies and concluded that no member of the
Supervisory Board holds more than five directorships at 'large
companies' in the Netherlands.
The committee carried out a self-assessment of the functioning of
the committee. It was concluded to increase its involvement in the
policies, practices and initiatives by which the company aims to
attract, retain and develop its top tier of managers.
Audit Committee Report
The Audit Committee met six times during the course of 2013, with
an overall attendance rate of 92%. Four meetings were held prior
to the publication of the financial results and there were two
additional meetings to discuss the impairment review. All meetings
were attended by Marina Wyatt and the VP of Business Assurance
in full during the year. Harold Goddijn and Alain De Taeye attended
the meetings as required (for instance, where important group risks
and internal controls were discussed). The external auditor
attended all agenda items relevant to the publication of the
(quarterly) financial results. During the year, the Audit Committee
also invited senior management responsible for IT, Tax, Treasury,
The Product Office, Corporate Security, Legal and Human
Resources to provide updates on their businesses.
The Audit Committee considers that it has sufficient breadth, depth,
industry-relevant knowledge, experience and expertise available to
enable it to discharge its duties appropriately. In particular, it
considers that the financial skills and experience that can
reasonably be expected of an Audit Committee in the discharge of
its duties were available during the year.
Activities
The Audit Committee assisted the Supervisory Board in overseeing
the following areas of the business:
• The integrity of the company's quarterly financial results and
related press releases;
• The integrity of the annual report, including the company's
accounting and financial reporting policies and processes;
• The integrity of the company's disclosure controls and
procedures;
• Relations with the external auditor, including the scope of their
plans, assessment of their independence, approval of their
remuneration, and their annual re-appointment;
• The role and functioning of the Internal Audit department (part
of the Business Assurance team that coordinates oversight of
the company's business risk management);
• The maintenance of an effective system of risk management and
internal control relating to strategic, financial, operational and
compliance risks;
• Compliance with the recommendations and observations of the
internal and external auditors;
• The company's approach to financing, cash and foreign
exchange management;
• The financing of the company;
• The application of information and communication technology
(ICT);
• The company's policy on tax planning; and
• The company's approach to business conduct and ethics, as well
as its approach to protecting and securing key company assets.
In April 2013, the Audit Committee reviewed and updated the Audit
Committee Charter. The Audit Committee Charter is available on
TomTom's corporate website: corporate.tomtom.com/articles.cfm.
The committee carried out a self-assessment of its functioning and
concluded to be effective in its work.
Financial reporting
The Supervisory Board and the Audit Committee reviewed the
quarterly financial results and full-year financial statements prior to
their release. Attention was paid to key accounting policies, the
Supervisory Board Report / Continued
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