Committee activities

The Committee monitored the effectiveness and relevance of TomTom's Management Board Remuneration Policy throughout the year. It also considered the extent to which the individual remuneration packages of the Management Board members were in line with the company's policy.

The Committee spent time during their meetings in February and April on its preparation for the 2014 General Meeting. Topics that appeared on the agenda of the General Meeting were the execution of the Remuneration Policy in 2013, as a separate agenda item, and the proposed changes to the policy to better align it with international high-tech sector practice by removing the performance conditions of the Long-Term Incentive plan for the Management Board members.

The Committee agreed on the key performance indicators (KPIs) and weighting levels set for the short-term variable remuneration of the Management Board and periodically reviewed the progress on the achievement of the KPIs that had been set for the ongoing short-term and long-term variable remuneration components of the Management Board.

It was concluded that the vesting conditions for the options granted to the members of the Management Board in 2012 were partly met, which will result in a vesting of 65% of the granted options for each Management Board member, which equals a total number of 113,750 options.

A scenario analysis was carried out within the terms of the best practice provision II.2.1 of the Code to evaluate the variable components of the remuneration packages of the Management Board members. The Committee members were also presented with a report on the market trends on the remuneration components in Europe and the Netherlands and within the high-tech sector, prepared by an independent remuneration expert. In addition, new and upcoming legislation were addressed.

Since an extensive remuneration benchmark was performed in 2013, the Committee decided to perform the next benchmark against its peer group in 2015. The peer group consists of the companies Wolters Kluwer, Invensys, Harman, Garmin, ASM International, Temenos, Imagination Technology Group, SimCorp, Unit 4, CompuGroup Medical, Pace, Kudelski and Exact Holding.

The Committee carried out a self-assessment of the functioning of the Committee and concluded that it works effectively.