External auditor

Deloitte – 2014 financial audit

The Audit Committee agrees the compensation of the external auditor and recommends the appointment of an external auditor to the Supervisory Board. Each new appointment is subject to the approval of the company's shareholders at the General Meeting.

Deloitte Accountants BV has acted as external auditor for the company since 2004. During 2014, 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 Audit Committee and the external auditor also met separately, without the Management Board present, in order to facilitate free and open discussions.

The Audit Committee reviewed the independence of the external auditor, taking into account qualitative and quantitative factors. The committee concluded that the external auditor has sufficient objectivity and independence to perform the external audit function. Below a summary is provided of services performed by Deloitte Accountants BV, its network affiliates and the fees earned.

Breakdown of fees by type of service

Excel

(€ in thousands)

2014

% of total

2013

% of total

Audit - group

445

58%

445

48%

Audit - statutory

141

19%

141

15%

Audit - related services1

60

8%

60

6%

Tax compliance2

117

15%

289

31%

TOTAL

763

100%

935

100%

  1. During 2014, audit-related services consisted of quarterly analytical procedures.
  2. Tax compliance comprises local tax compliance services, including local tax filings and HR-related compliance services. These services are based on a contract that existed prior to 31 December 2012.
Ernst & Young Accountants LLP – 2015 to 2017 financial audits

During 2014, TomTom decided to change its auditor in order to remain at the forefront of good governance and in recognition of regulatory changes in the Netherlands. The Chairman of the Audit Committee represented the Audit Committee in the audit tender process by chairing the Audit Tender Steering Committee. The Committee was made up of several key people within the company.

Three audit firms were approached to tender for the audit in March 2014 and the Audit Committee recommended to the Supervisory Board that Ernst & Young Accountants LLP (EY) be proposed for appointment. In line with our tender, in the interest of efficiency, the proposal is for a three-year term, as opposed to an annual reappointment as in the past. As a result of the tender, Deloitte's appointment will expire on completion of the 2015 General Meeting, following which EY will become TomTom's statutory auditor for three years subject to approval by the shareholders at the same meeting.

The company has developed a transition plan with EY such that minimal disruption will occur within the business. This includes ensuring no independence concerns arise through the performing of non-audit services, as EY previously provided tax advisory services to the company.