TomTom 2011 Annual Report Download - page 23

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2011 under the amended TomTom Management Board Stock
Option Plan 2009, vest three years after the date of granting,
in line with the requirements of the Code. The number
of options that vest is subject to the achievement of pre-
determined performance criteria. Options vested under this
plan can be exercised during a period of seven years following
the grant date.
– Best practice provision IV.1.1 provides that a company’s
General Meeting of Shareholders may pass a resolution
to set aside the binding nature of a nomination for the
appointment of a member of the Management Board or the
Supervisory Board and/or a resolution to dismiss a member
of the Management Board or of the Supervisory Board by an
absolute majority of the votes cast. It may be provided that
this majority should represent a given proportion of the issued
capital, which proportion may not exceed one third of the
issued share capital.
TomTom’s Articles of Association provide that a binding
nominatio
n for the appointment of members of the
Management Board or of the Supervisory Board and/or a
resolution to dismiss a member of the Management Board or
of the Supervisory Board may only be set aside by a resolution
of the General Meeting of Shareholders passed with a two-
thirds majority representing more than 50% of its issued
share capital. The company deviates from this best practice
provision because it believes that maintaining continuity in
its Management Board and Supervisory Board is critical for
delivering long-term shareholder value. The company would
like to protect its stakeholders against a sudden change in
management by maintaining the qualifi ed majority and voting
quorum requirement, which is allowed under Dutch law.
Management Board
—
General
The Management Board is responsible for the day-to-day
management of the operations of the company. Its responsibilities
include setting and achieving the company’s strategic objectives,
managing the company’s strategic risks, legal compliance and
corporate social responsibility matters that are relevant to the
company’s business. The Management Board is accountable in
these areas to the Supervisory Board and to the General Meeting
of Shareholders. In performing its duties, the Management
Board is guided by the interests of the company, taking into
consideration the interests of the company’s stakeholders. The
Management Board provides the Supervisory Board in a timely
manner with all information necessary for the exercise of the
duties of the Supervisory Board. Furthermore, it consults with the
Supervisory Board on important matters and submits certain
important decisions to the Supervisory Board for its (prior) approval.
Composition and appointment
The Articles of Association provide that the Management
Board consists of at least two members. Each member of the
Management Board is appointed for a maximum period of four
years and can be re-appointed for another period of not more
than four years at a time.
The General Meeting of Shareholders appoints the members of
the Management Board, subject to the right of the Supervisory
Board to make a binding nomination. The General Meeting of
Shareholders may at all times, 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, resolve that the nomination
submitted by the Supervisory Board is not binding. In such a case,
the General Meeting of Shareholders 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
of Shareholders 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 of Shareholders 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
Currently, the Management Board consists of:
– Harold Goddijn | CEO
– Marina Wyatt | CFO
– Alain De Taeye
Further details on the members of the Management Board, and
their biographies, can be found in the Profi les of the Management
Board.
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 Remuneration
Policy for the Management Board. The General Meeting of
Shareholders adopted this policy in 2009. The Supervisory Board
presents to the General Meeting of Shareholders for approval any
scheme providing for the remuneration of the members of the
Management Board in the form of shares and options. For further
information about the remuneration of the members of the
Management Board, see the Remuneration Report included in the
Supervisory Board Report and note 7 to the fi nancial statements.