TomTom 2015 Annual Report Download - page 67

SUPERVISORY BOARD
TOMTOM / ANNUAL REPORT AND ACCOUNTS 2015 / 66
succeed Mr Van der Veer in 2017. This would provide ample time
to secure a smooth transition to the new Chairman of the Audit
Committee. Interviews were held with several candidates which
resulted in a recommendation by the Committee to the
Supervisory Board.
It resolved to recommend to the Supervisory Board to nominate
Jack de Kreij for appointment for a first term of four years as a
member of the Supervisory Board starting as of 1 January
2017.Mr De Kreij shall succeed Mr Van der Veer as Chairman of
the Audit Committee after the date of the 2017 General Meeting.
Guy Demuynck decided to step down from the Supervisory
Board after the 2016 General Meeting by which time he will have
served for eleven years. As a result hereof, the Supervisory Board
shall consist of five members as from the date of the 2016
General Meeting to be complemented with one member as of 1
January 2017 subject to the appointment of Mr De Kreij at the
2016 General Meeting.
The Committee carried out a self-assessment of the functioning
of the Committee performed by an independent third-party. The
significant progress made on the Committee’s engagement in
the company’s talent management as well as succession
planning for key positions within the organisation was
identified as a positive trend.
Since the company’s ambition is to be the employer of choice in
the technology sector and to attract, develop and retain the best
talents in the face of increasing competition for such talent, the
Committee stressed the need to continue to focus on these topics
also in 2016. The composition of the Supervisory Board and its
succession planning shall also remain a high priority for the
Committee.
AUDIT COMMITTEE REPORT
This report describes the main items discussed by the Audit
Committee (Committee) during 2015. The role and responsibility
of the Committee as well as the composition and the manner in
which it discharges its duties are set out in the Audit Committee
Charter, which is available on the TomTom website.
The Committee consists of three members: Ben van der Veer
(Chairman), Doug Dunn and Anita Elberse.
COMMITTEE MEETINGS
The Committee met four times during the course of 2015, with
an overall attendance rate of 93%. All four meetings were held
prior to the publication of the financial results. All meetings
were attended in full by the CFO and the Head of Business
Assurance during the year. The other members of the
Management Board attended the meetings as required (for
instance, where group risks and internal controls were
discussed). The external auditor attended each of the four Audit
Committee meetings to address agenda items relating to the
external financial reporting and related press releases. The
Committee and the external auditor also met separately, without
the Management Board present, in order to facilitate free and
open discussions. Other employees were invited when the
Committee deemed it necessary and appropriate.
COMMITTEE ACTIVITIES
The Committee assisted the Supervisory Board in its
responsibility to oversee the system of internal controls and risk
management, the company’s financing and financial statements
and its financial reporting process.
Throughout the year, the Committee monitored and reviewed
the quarterly financial results and full year financial statements
as presented under IFRS including the respective disclosures
prior to their releases. Attention was paid to critical accounting
policies, the valuation of goodwill and intangible assets and the
clarity of the rules for disclosure, as well as the company's
compliance with accounting standards, the requirements of
NYSE Euronext Amsterdam and other corporate governance,
legal and regulatory bodies.
During all quarterly Committee meetings, updates were
provided on the maintenance and effectiveness of the system of
internal controls and risk management relating to strategic,
financial, operational and compliance matters. The company
monitors its internal controls through a systematic approach,
which is supported by the risk management process and the
internal audit team. The Head of Business Assurance reports
functionally to the Committee and administratively to the CFO.
The Committee further discussed items including the company’s
policies related to financing, cash and foreign exchange
management. In relation to tax, the committee discussed the
recommendations from the Organisation for Economic
Cooperation and Development (OECD) on Base Erosion and
Profit Shifting (BEPS) as well as 'Country by Country' reporting
and changes in the Research & Development Aftrek (RDA).
Regular updates were received by the Committee on TomTom’s
whistleblower programme. The Committee was provided with
quarterly updates on the company’s ongoing effort to maintain
the appropriate level of a risk-based information security
management.
The Committee carried out a self-assessment of the functioning
of the Committee and concluded it works effectively.
The role and functioning of the Internal Audit function,
including its independence, were regularly discussed and the
internal audit plan was approved by the Committee. This plan
considers the key risk areas of the business, important IT projects