TomTom 2015 Annual Report Download - page 52

CORPORATE GOVERNANCE
TOMTOM / ANNUAL REPORT AND ACCOUNTS 2015 / 51
Board, as well as other details relating to their careers can be
found in the Management Board Report section.
On 1 August 2015, Taco Titulaer was appointed as CFO succeeding
Marina Wyatt who left TomTom at the end of July 2015. At the
Extraordinary General Meeting of 8 October 2015, Taco Titulaer
was appointed as member of the Management Board for a period
of four years. Mr Titulaer was selected based on his thorough
understanding of the company and in-depth knowledge of the
market, as well as his extensive financial experience.
With the departure of Mrs Wyatt and the appointment of Mr
Titulaer as a member of the Management Board, TomTom no
longer complies with the gender diversity requirement as set out
in the Act on Management and Supervision ('Wet Bestuur &
Toezicht'). TomTom recognises the benefits of diversity in the
Management Board and throughout the company. However, the
extensive experience and expertise of Taco Titulaer and the fact
that he comes from within the company were the decisive factors
for his nomination and appointment. Gender diversity has the
continuous attention of the Supervisory Board in its own
succession planning and its aim to have a balanced Management
Board composition.
REMUNERATION
The remuneration of each member of the Management Board is
determined by the Supervisory Board, upon a proposal by the
Remuneration Committee, and based on the company's
remuneration policy for the Management Board. The
remuneration policy has most recently been amended by the
General Meeting in 2014.
For further information about the remuneration policy and how
it is applied in 2015, reference is made to the Remuneration
Report in the Supervisory Board Report, and 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. The member of the Management 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.
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
2015, no such conflicts of interest were reported.
SUPERVISORY BOARD
The Supervisory Board supervises the conduct of management by
the Management Board and the general course of affairs of the
company and supports the Management Board by providing
advice. 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 company’s Articles of Association require that certain
decisions of the Management Board be subject to the approval of
the Supervisory Board, such as resolutions of the Management
Board to issue shares, to grant rights to acquire shares or to
restrict or exclude pre-emptive rights. Other resolutions that
have to be approved by the Supervisory Board are, 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 company’s Articles of Association provide that the
Supervisory Board shall consist of a minimum of three members.
Members of the Supervisory Board may be appointed for a
maximum period of twelve years in accordance with the Code.
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, which can be downloaded from the company’s
website.
The General Meeting appoints the members of the Supervisory
Board, subject to the right of the Supervisory Board to make a
binding nomination. The full procedure of appointment and
dismissal of members of the Supervisory Board is explained in
article 17 of the Company’s Articles of Association.
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.