TomTom 2011 Annual Report Download - page 35

33
To assess its own functioning, all Supervisory Board members
completed a self-assessment questionnaire which provides the
framework for discussion of the functioning of the Supervisory
Board, its committees and its members.
The Supervisory Board questionnaire also sought to evaluate
the interaction with the Audit, Remuneration and Selection and
Appointment Committees. Similar self-assessment questionnaires
were prepared for the three committees and their members.
Among other items assessed were the size and expertise of the
Supervisory Board, the meeting schedule, the agenda setting
process, the quality and relevance of the preparation materials and
presentations and the board dynamics during the meetings.
Also assessed was the Supervisory Board’s contribution to the
testing and development of the company’s strategy and the role
the Management Board took in setting and reviewing the budget
of the company.
A report summarising the feedback from the Supervisory Board
and committee members was compiled, analysed and submitted
to the Supervisory Board and Management Board for review
and discussion. The discussions resulted in recommendations
for improvement and suggestions for their implementation.
One of these being the Supervisory Board’s intention to have its
functioning assessed by a third party every three years, starting
in 2012.
The Works Council met with two members of the Supervisory
Board in April and October. The April meeting focused on the
company’s corporate culture and on the outcome of the employee
engagement survey. Among the topics discussed were TomTom
as an employer, the company’s career development programme,
the attrition rate level and our employee retention policy. The
focal point of the October meeting was the cost saving and
restructuring programme. Feedback received from the Works
Council during these meetings is of great added value to the
functioning of the Supervisory Board.
2011 topics
At the start of the year, the company refi nanced its debt position
to facilitate its strategic developments and provide fl exibility to
accommodate the business cycle and volatility of the industry, as
further described in the Management Board Report.
The Supervisory Board assisted the company with fi nding the
most appropriate re-fi nancing solution.
The feedback received from the employee engagement survey
was discussed in a meeting of the Supervisory Board during the
fi rst quarter of 2011. Among the points discussed were such items
as the company’s employee retention policy, career development
opportunities and the corporate culture. Subsequently action
points for improvement were agreed with management and
progress was monitored by the Supervisory Board throughout
the year.
During the second quarter the acceleration in the decline of
the size of the PND market began to signifi cantly impact the
company’s performance. The effect of this trend became the
main focus for the Supervisory Board meetings. The fi rst actions
taken as a result of the deteriorating fi nancial performance of the
company were to take an impairment charge and issue a profi t
warning. In the second half of the year the company adjusted its
full-year and mid-term fi nancial planning. In consultation with the
Supervisory Board, the company reassessed the balance between
the cost-base and revenue. This resulted in a company-wide
restructuring programme that aimed to reduce our cost base and
to optimise our organisational structure, which was completed in
December of 2011. The Supervisory Board was actively involved in
the preparation of this project, and monitored the decisions and
progress throughout.
Alongside the developments in the PND market and the
restructuring programme, the attention of the Supervisory Board
was focused on the opportunities and challenges faced by the
company’s Automotive business unit. Specifi c attention was given
to the strategic direction of the Automotive business unit in this
complex market.
The effectiveness of the R&D programme of a technology
company such as TomTom is of great importance, particularly in
economically challenging times. The Supervisory Board reviewed
the planned projects and provided feedback on the R&D
programme’s focus and prioritisation throughout the year.
In addition to these discussion items, the Supervisory Board
meetings covered topics such as:
– recent Corporate Governance developments;
– remuneration of the Management Board;
– the composition of the Supervisory Board and Management
Board; and
– the annual budget of the company.
Remuneration of the Supervisory Board
—
The remuneration of the Supervisory Board members and the
additional remuneration for the Chairman and the members
of its committees are determined by the General Meeting of
Shareholders.
As adopted at the 2011 General Meeting of Shareholders, from
1 January 2011 the annual remuneration for Supervisory Board
members is €40,000, while for the Chairman it is €50,000. The
annual remuneration for participation in the Audit Committee is
€7,000 and €10,000 for the Chairman. The annual remuneration