Supervisory Board and Committees
Karel VuursteenChairman of the Supervisory Board
Karel Vuursteen is a Dutch national. Having earned a Masters in Agriculture from Wageningen University in the Netherlands, Karel worked from 1968 to 1991 for Royal Philips Electronics N.V., including management positions throughout Europe and North America. His last position at Royal Philips was President of Philips Lighting B.V. In 1991, Karel joined Heineken N.V. as a member of the Executive Board, moving into the role of Vice Chairman in 1992 and finally Chairman of the Executive Board from 1993 until 2002. Karel is currently a member of the Board of Directors of Heineken Holding N.V., Vice Chairman of the Supervisory Board of Akzo Nobel N.V., a member of the Supervisory Board of ING Groep N.V., a member of the Board of Henkel KGaA and a member of the Advisory Board of CVC Capital Partners Nederland. Karel is also Chairman of both WWF Netherlands and Stichting Concertgebouw Fonds, and Vice Chairman of Stichting Nyenrode University. He was first appointed to the Supervisory Board in April 2007.
Doug DunnDeputy Chairman of the Supervisory Board
Doug Dunn is a British national. He holds a Higher National Qualification in Electrical and Electronic Engineering from the College of Advanced Technology, Sheffield University. After various engineering and senior management positions in the US and UK with Motorola Semiconductors, he was Managing Director of the Semiconductor and Components division of General Electric Company Plc from 1980 until 1993. He was a member of the Board of Management Company Plc from 1980 until 1993. He was a member of the Board of Management of Royal Philips Electronics N.V., and Chief Executive Officer of its Semiconductor Division (1993-1996) and its Consumer Electronics division (1996-1999). From 1999 to 2004 he was Chief Executive Officer and President of ASML Holding N.V. Doug currently serves as chairman of the Board of Directors of ARM Holdings Plc and is also a member of the Supervisory Board of BE Semiconductor Industries N.V. and a non-executive director of Soitec SA and ST Microelectronics N.V. He was first appointed to the Supervisory Board in May 2005.
Guy DemuynckMember of the Supervisory Board
Guy Demuynck is a Belgian national. Guy gained his Masters degrees in Applied Economics and Marketing & Distribution from the Universities of Antwerp and Ghent respectively. He began his career at Royal Philips Electronics N.V., where he worked for 26 years in various commercial and marketing roles in Europe, the US and East Asia, culminating in his appointment as Chief Executive Officer of Philips Consumer Electronics division in 2000. In this role, he also served as a member of the Philips Group Management Committee until December 2002. Guy is a former member of the Board of Management of Royal KPN, with responsibility for KPN's mobile division, and served on the Supervisory Board of E-Plus Mobilfunk Geschäftsführungs GmbH. From 2006 until August 2008, Guy was Chief Executive Officer of Kroymans Corporation B.V. Guy currently serves as Chief Executive Director of Liquavista B.V., a company active in the advanced flat panel display industry. Guy is also a non-executive director of Belgacom N.V. and a member of the Advisory board of the Acceleration Group. He was first appointed to the Supervisory Board in May 2005.
Rob van den BerghMember of the Supervisory Board
Rob van den Bergh is a Dutch national. Rob earned his Masters degree in Law at Leiden University in the Netherlands. From 1975 until 1980, Rob worked as Legal Counsel General Affairs for the "Nederlandse Dagblad". He then began a longstanding career with VNU N.V. (currently Nielsen Media Research B.V.) from 1980 until 2006. This included six years as a member of the Executive Board, two years as Vice Chairman of the Executive Board, and finally Chairman of the Executive Board in the US. Rob currently serves as Chairman of the Supervisory Board of N.V. Deli Universal and as a member of the Supervisory Board of ABN AMRO N.V. and Pon Holdings B.V. He is also President of the Executive Board of TiasNimbas Business School of the Tilburg University, a member of the Advisory Board of CVC Capital Partners Nederland and a member of the Investment Committee of NPM Capital N.V. He was first appointed to the Supervisory Board in April 2007.
Ben van der VeerMember of the Supervisory Board
Ben van der Veer is a Dutch national. He became a Registered Accountant in 1980 while he was employed by KPMG in the Netherlands. In 1987 he was appointed as partner of KPMG and from 1989 he was Chairman for the Amsterdam office. Ben joined the Board of Management in 1997 and was elected Chairman of the Board of Management in 1999. In this capacity he joined the International Board of the KPMG network. In 2005 Ben was elected as Chairman of the Board of the EMEA region, one of KPMG's three international regions. In this leading position he also became a member of the International Management Committee of the KPMG International network. Ben retired from KPMG in September 2008. Ben is currently a member of the Supervisory Board of AEGON N.V., a member of the Supervisory Board of UNICEF in the Netherlands, a member of the Supervisory Board of Siemens Nederland N.V., a member of the Advisory Board of the Foundation Nieuwe Kerk Amsterdam and a member of the Supervisory Board of Stichting Amsterdams Historisch Museum. He was first appointed to the Supervisory Board in October 2008.
Peter WakkieMember of the Supervisory Board
Peter Wakkie is a Dutch national. Formerly he was a partner at law firm De Brauw Blackstone Westbroek N.V. (1972 to 2003), Managing Partner from 1997 to 2001 and Resident Partner of De Brauw Blackstone Westbroek N.V. in New York (1978 to 1982), and a member of the Supervisory Board of Schuitema N.V. (until July 2008). Peter currently holds positions as a member of the Executive Board of Royal Ahold N.V. with the titles of Executive Vice President and Chief Corporate Governance Counsel and Deputy Chairman of the Supervisory Board of Wolters Kluwer N.V. In July 2009, he was appointed as a member of the Dutch Corporate Governance Code Monitoring Committee. Peter was first appointed to the TomTom Supervisory Board in April 2009
Joost TjadenMember of the Supervisory Board
Joost Tjaden is a Dutch national. In 1976, he joined Oranje Nassau Groep B.V., a privately held investment company in the Netherlands and in 1986 was appointed as a member of its management board. Between 1988 and 1993, he was the President and CEO of TBM Associates, Inc. (Boston, A), a US based investment management company. He currently holds positions as Chairman of the Supervisory Board of both Wave International B.V. and Brabant Aluminium International B.V., and as a member of the Supervisory Board of M&R de Monchy N.V., NSI/DSG LP, Mirus, Inc, Fidelio Properties LP and Intivation B.V. He served on the Supervisory Board of Tele Atlas from 1996 until its acquisition by us in 2008 and is currently the statutory director of Janivo, a privately held investment company. He was appointed to the Supervisory Board at the 2009 EGM on 30 June 2009.
Committees
The Supervisory Board has an Audit Committee, a Remuneration Committee and a Selection and Appointment Committee. The Audit Committee The Audit Committee assists the Supervisory Board in monitoring, amongst others, the systems of risk management and internal controls, the integrity of the financial reporting process and the content of our financial statements. The Audit Committee focuses on supervising the activities of the Management Board with respect to:-
the maintenance of an effective system of internal control and risk management relating to strategic, financial, operational and compliance risks;
the integrity of annual and quarterly financial reporting as presented under IFRS, together with related press releases;
compliance with the recommendations and observations of the internal and external auditors;
the role and functioning of the internal audit department;
the policy of the company on tax planning;
the relations with the external auditor, including the scope of their plans, assessment of their independence, approval of their remuneration, and their re-appointment or dismissal;
the financing of the company; and
the review of the policies for managing cash and foreign exchange risks.
The role and responsibility of the Audit Committee (see Policies and Articles of Association) as well as the composition and the manner in which it discharges its duties are set out in the Audit Committee charter.
Ben van der Veer (Chairman)
Rob van den Bergh
Doug Dunn The Audit Committee shall not meet less than four times a year and at such other times as the chairman of the Audit Committee requests, but, in any event, will meet at least once a year without the presence of the Management Board and at least once a year with our external accountant. The Remuneration Committee The Remuneration Committee advises the Supervisory Board on the remuneration of the members of the Management Board and monitors our remuneration policy. The duties of the Remuneration Committee include:
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drafting a proposal to the Supervisory Board for the remuneration policy to be pursued;
drafting a proposal for the remuneration of the individual members of the Management Board, for adoption by the Supervisory Board; and
preparing the remuneration report as referred to in best practice provision II.2.9 of the Code.
The role and responsibility of the Remuneration Committee as well as the composition and the manner in which it discharges its duties are set out in rules for the Remuneration Committee.
Guy Demuynck (Chairman)
Karel Vuursteen
Peter Wakkie The Remuneration Committee shall meet as often as it considers necessary but, in any event, at least once a year. Meetings are in principle convened by the chairman. For the full Remuneration Committee Rules, please visit our Policies and Articles of Association. The Selection and Appointment Committee The Selection and Appointment Committee advises the Supervisory Board on the selection criteria and appointment procedures for members of the Management Board and members of the Supervisory Board as well as the proposals for appointments and reappointments, the policy of the Management Board on selection criteria and appointment procedures for senior management and the assessment of the functioning of individual members of the Supervisory Board and the Management Board. The duties of the Selection and Appointment Committee include:
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drawing up selection criteria and appointment procedures for Supervisory Board members and Management Board members;
periodically assessing the size and composition of the Supervisory Board and the Management Board, and making a proposal for a composition profile of the Supervisory Board;
periodically assessing the functioning of individual Supervisory Board members and Management Board members, and reporting on this to the Supervisory Board;
making proposals for appointments and reappointments; and
supervising the policy of the Management Board on the selection criteria and appointment procedures for senior management.
Karel Vuursteen (Chairman)
Guy Demuynck The Selection and Appointment Committee shall meet as often as it considers necessary but, in any event, at least once a year. Meetings are in principle convened by the chairman. For the full Selection and Appointment Committee Rules, please visit our Policies and Articles of Association. Updated by TomTom IR August 2009