TomTom 2015 Annual Report Download - page 66

SUPERVISORY BOARD
TOMTOM / ANNUAL REPORT AND ACCOUNTS 2015 / 65
growing the business the KPIs for 2016 will continue as in 2015
reflecting a revenue KPI weighted at 50% and an EBIT KPI
weighted at 50%.
The Supervisory Board is of the opinion that the unconditional
Management Board Option Plan is appropriate and corresponds
with the company’s long-term focus on growth. To bring the
long-term incentive component more in line with the market,
the Supervisory Board decided to consider further in 2016 for
implementation in 2017 to increase the percentage of the fixed
salary of the Management Board members that determines the
annual stock option grants.
EMPLOYEE ARRANGEMENTS AND SEVERANCE
AGREEMENTS
The term of appointment for all members of the Management
Board is four years, while the term of employment is indefinite.
Management Board members may be re-appointed for another
term of four years at a time. The employment of a member of the
Management Board may be terminated by or on the initiative of
TomTom with a notice period of 12 months. In such event, the
Management Board member is entitled to a severance payment
limited to 50% of one year's base salary, unless a higher statutory
severance compensation applies. 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 benefits upon the termination of their appointment.
SELECTION AND APPOINTMENT
COMMITTEE REPORT
This Selection and Appointment Committee Report describes the
main items discussed by the Selection and Appointment
Remuneration Committee (Committee) during the year 2015.
The Committee consists of three members: Peter Wakkie
(Chairman), Guy Demuynck and Jacqueline Tammenoms Bakker.
COMMITTEE MEETINGS
The Selection and Appointment Committee met four times
during the course of 2015, with an overall attendance rate of
100%. Each meeting was also attended by Alain De Taeye, the
Head of HR and the Company Secretary.
COMMITTEE ACTIVITIES
Significant improvements have been made in 2015 with regards
to the Committee’s oversight of the company’s talent
management and succession planning for key positions within
the organisation.
At the beginning of 2015, the HR strategy within the company
was shared with the Committee and quarterly updates were
provided by the Head of HR. Topics which were shared in this
respect with the Committee were initiatives from management
in view of career development, management and leadership,
policies and compensation and benefits. Those initiatives all
underpin the company’s efforts on its talent management with
the aim to attract, retain and develop talent.
It is important for the Supervisory Board to stay in touch with
the talents within the company. Among others quarterly
breakfast sessions were organised to facilitate a Meet & Greet
between the Committee members and a selective number of
talents. In an open and transparent setting the Committee was
provided with feedback from the talents on several topics such as
the TomTom culture and dynamics, specific business successes
and operational challenges. The Committee members also had
two meetings in 2015 with the Dutch Works Council.
The Committee focused on the company's progress on its
succession planning for key positions within the company. On a
quarterly basis, the Committee was updated on the recruitment
status of vacant key positions and the leadership programme
developed for talented senior leaders. An annual update was
provided on TomTom’s Diversity Programme.
The Committee took prompt actions when it was informed about
the departure of Marina Wyatt, former CFO of the company.
After conducting a thorough executive selection process, that
included external and internal candidates, Taco Titulaer was
selected for the position based on his understanding of the
company and the market, as well as his extensive financial
experience. The Committee and Supervisory Board are proud to
have found a successor within the organisation. Mr Titulaer was
appointed on 1 August 2015 as CFO of the company and on 8
October 2015 as a member of the Management Board by the
General Meeting. In the light of this appointment, the
composition of the Management Board and the succession
planning of the other Management Board members were also
discussed.
The Committee considered the succession planning and
composition of the Supervisory Board. The term of Ben van der
Veer will expire at the 2016 General Meeting by which time he
will have served for eight years on the Supervisory Board. The
Committee concluded its recommendation to the Supervisory
Board to nominate Mr Van der Veer for re-appointment for a
term of another one year. This will mean that he will have served
nine years. The Committee reviewed and concluded on the
profile of the Chairman of the Audit Committee and engaged
with an external agency to search for an appropriate candidate to