Supervisory Board activities
To facilitate open and productive discussions, senior management provided the Supervisory Board with comprehensive quarterly reports that outline the developments, achievements, challenges and opportunities in each business unit of the company before each physical meeting. These reports include insight into noticeable market developments, trends and analyses. During the year, senior management was frequently invited to present a range of topics to the Supervisory Board. It is important for the Supervisory Board to keep in touch with the talents within the company. The members of the Supervisory Board strongly support the company's efforts in the area of talent management and this will remain a key attention area moving forward.
The Supervisory Board devoted considerable time to reviewing strategic options and discussing the company's long-term strategy. An active role was played in ensuring that the Management Board's ideas were challenged and tested in order to reach decisions that would underpin the company's strategy. Every quarter, the business unit strategies were presented, and constructive discussions and reviews were performed with the Management Board. In addition, the Supervisory Board was kept regularly informed of intended organisational changes, appointments of key positions and material contracts.
During discussions with the Management Board, specific attention was given to the various R&D projects, which were discussed and monitored at each quarterly meeting. A strong attention point of the Supervisory Board was the company's delivery of significant technology milestones, including the delivery of the first version of the unique transactional map-making platform that will provide incremental map updates. In addition, progress on investments in the field of modular navigation software was closely monitored. The Supervisory Board was regularly updated on the positioning of these technological innovations and their traction in the market.
The Consumer business, and in particular the continued decline of the PND market in North America, were important attention topics during discussions with the Management Board. The company's undertakings in the sports market were closely monitored and several product presentations and demonstrations were provided during the year.
Updates on the progress made with modular Connected Navigation System components, an important driver for growth for the Automotive business, featured regularly on the Supervisory Board agenda. Also in this respect, the Supervisory Board was frequently updated on the bookings made which, together with orders secured earlier, will support growth for the Automotive business onwards.
For the Telematics business, the Supervisory Board was involved in the acquisitions of DAMS Tracking, in France, and Fleetlogic, in the Netherlands. These acquisitions reflected the execution of the strategy of the Telematics business to expand the WEBFLEET installed base, both organically and through potential bolt-on acquisitions and partnerships.
The company's results and its cash generation from operations were presented and closely monitored throughout the year. Regarding the financial management of the company, the Supervisory Board reviewed and approved the budget for 2015 and was involved in the refinancing project that resulted in a new €250 million revolving credit facility for the company. It oversaw the tendering procedure for the selection of a new audit firm and decided to nominate Ernst & Young Accountants LLP for appointment by the General Meeting in 2015 for a three-year term. The Supervisory Board was regularly updated on the company's Investor Relations activities, such as share price developments and financial analysts' research and communication with shareholders and investors. The press releases regarding the full year and half-year results, and the quarterly trading updates were reviewed and approved. A proposal from the Management Board in relation to the dividend policy was discussed and challenged by the members of the Supervisory Board. The decision of the Management Board on the company's dividend policy was published on the company's website in October 2014.
Through its Audit Committee, the Supervisory Board was kept informed of the company's risks, both general and financial, and of the actions taken and systems in place to manage these risks. Time was also dedicated to discussing the company's organisational structure and R&D set-up, and it was concluded that the improvements made over the past years have created a stronger basis for the future of TomTom.
The composition and functioning of the Management Board and the performance of its individual members were discussed, alongside the succession planning for the key positions within the organisation.
The Supervisory Board received updates on the company's legal compliance programme, corporate social responsibility and the developments with respect to corporate governance.