TomTom 2014 Annual Report Download - page 32

important matters and submit important decisions to the
Supervisory Board for its prior approval.
Composition and appointment
The Articles of Association provide that the Management Board
must consist of at least two members. Each member of the
Management Board is appointed for a maximum period of four
years and may be re-appointed for another period of not more than
four years. The General Meeting appoints the members of the
Management Board, subject to the right of the Supervisory Board
to make a binding nomination.
The General Meeting may at all times, by a resolution passed with
a majority of at least two-thirds of the votes cast, and representing
more than 50% of the issued share capital, resolve that the
nomination submitted by the Supervisory Board is not binding. In
such a case, the General Meeting may appoint a member of the
Management Board in contravention of the Supervisory Board's
nomination by a resolution passed with a majority of at least two-
thirds of the votes cast, representing more than 50% of the issued
share capital. If the Supervisory Board fails to use its right to submit
a binding nomination, the General Meeting may appoint members
of the Management Board with a majority of at least two-thirds of
the votes cast, representing more than 50% of the issued share
capital.
A resolution of the General Meeting to suspend or dismiss members
of the Management Board requires a majority of at least two-thirds
of the votes cast, representing more than 50% of the company's
issued share capital.
Members of the Management Board
The Management Board currently consists of three members and
meets the requirements set by the Act on Management and
Supervision (Wet Bestuur en Toezicht) with respect to gender
diversity. The members of the Management Board are jointly
authorised to represent the company.
Biographies of the members of the Management Board, as well as
other details relating to their careers can be found in the
Management Board Report section.
Remuneration
Upon a proposal by the Remuneration Committee, the Supervisory
Board determines the remuneration of the individual members of
the Management Board in accordance with the company's
remuneration policy for the Management Board. The remuneration
policy was adopted in 2009 and amended by the General Meeting
in 2011 respectively in 2014 as further set out in the Deviations
from the Corporate Governance Code section of this report.
For further information about the remuneration of the members of
the Management Board, reference is made to the Remuneration
Report included in the Supervisory Board Report, as well as note
33. Remunerations of members of the Management Board and the
Supervisory Board in the consolidated financial statements.
Conflicts of interest
Members of the Management Board must report any (potential)
conflict of interest to the Chairman of the Supervisory Board. The
Supervisory Board shall decide whether a conflict of interest exists.
The member of the Management Board who has a (potential)
conflict of interest may not be present at such meetings. Matters
in which the company has a conflict of interest with a member of
the Management Board in his private capacity are subject to the
prior approval of the Supervisory Board. During 2014, no such
conflicts of interest were reported.
SUPERVISORY BOARD
General
The Supervisory Board is responsible for supervising the conduct of
management by the Management Board and the general course of
affairs of the company and its affiliates. The Supervisory Board may
on its own initiative provide advice to the Management Board. The
Management Board can also request the Supervisory Board's
advice. The Supervisory Board acts in the interest of the company
as well as that of its stakeholders as a whole in performing its duties.
The Articles of Association require that certain decisions of the
Management Board be subject to the approval of the Supervisory
Board. Resolutions of the Management Board to issue shares, to
grant rights to acquire shares or to restrict or exclude pre-emptive
rights require prior approval from the Supervisory Board. Other
resolutions requiring such approval include, among others:
• Proposals to amend the Articles of Association;
• Proposals to conclude a legal merger or a legal demerger;
• Proposals to reduce the issued share capital; and
• Matters in which the company has a conflict of interest with a
member of the Management Board in his private capacity.
Composition and appointment
The Articles of Association provide that the Supervisory Board
should consist of three or more members. Members of the
Supervisory Board may be appointed for a maximum of three times
a term of four years. The Supervisory Board appoints a Chairman
and a Deputy Chairman from amongst its members. The members
of the Supervisory Board retire periodically in accordance with a
rotation plan.
The General Meeting appoints the members of the Supervisory
Board, subject to the right of the Supervisory Board to make a
binding nomination.
The General Meeting may at all times, by a resolution passed with
a majority of at least two-thirds of the votes cast, and representing
more than 50% of the issued share capital, resolve that the
nomination submitted by the Supervisory Board is not binding. In
such cases, the appointment of a member of the Supervisory Board
in contravention of the nomination requires a resolution of the
General Meeting adopted with a majority of at least two-thirds of
the votes cast, representing more than 50% of the issued share
capital. A resolution of the General Meeting to suspend or dismiss
members of the Supervisory Board requires a majority of at least
two-thirds of the votes cast, representing more than 50% of the
issued share capital.
The Supervisory Board has determined a profile regarding its size
and composition, taking into account the nature of TomTom's
business, its activities and the desired expertise. The Supervisory
Board aims for a diverse composition and will strive for a fair
balance between experience, expertise, gender, age and
background. When nominating a candidate for (re)appointment,
CONTENTS OVERVIEW MANAGEMENT
BOARD REPORT CORPORATE
GOVERNANCE SUPERVISORY
BOARD REPORT FINANCIAL STATEMENTS SUPPLEMENTARY INFORMATION
ANNUAL REPORT AND ACCOUNTS 2014 / 32