corporate law, the Dutch Act
on Financial Supervision,
Dutch corporate governance
rules and French AMF
regulations, insofar as they
are applicable to the
Company. The Dutch AFM is
the supervising authority of
the Company.”
Director
Date of initial
appointment 2011 2012 2013 2014 2015
Olivier Piou Feb 17, 2004 Michel Soublin Feb 17, 2004 Arthur van der Poel May 1, 2004 Kent Atkinson May 11, 2005 Alex Mandl June 2, 2006 Geoffrey Fink June 2, 2006 Johannes Fritz June 2, 2006 John Omerod June 2, 2006 Buford Alexander May 20, 2009 Philippe Alfroid May 19, 2010
Board reappointment schedule
First term Second term Third term
Core principles
The Board is responsible for Gemalto’s corporate governance structure and for compliance with the Dutch corporate governance code, as applicable during the 2011 financial year. The Company complies with the principles and best practice provisions of the Dutch corporate governance code with the exception of the best practice provisions listed on page 52. Board structure
The Company has a one-tier Board comprising:
• Executive Board member, the CEO; • Non-executive Chairman;
• Eight further Non-executive Board members. The Board held seven meetings during 2011, four in person and three by conference call. The Board has ultimate responsibility for the management, general affairs, direction and performance of the business as a whole. The CEO conducts the day-to-day management of the Company. The CEO is supported by the Senior Management team that consists of ten Executive Vice-Presidents, including the Chief Financial Officer.
Board committees The Board committees are:
• Audit committee – held seven meetings during 2011;
• Compensation committee – held five meetings during 2011;
• Nomination and Governance committee – held four meetings during 2011;
• Strategy and M&A committee – held five meetings during 2011.
Board changes
Board member changes are set out on page 53. Other information
Further information can be found as follows: • Corporate governance – pages 52-55; • The Board – pages 56-57;
• The Senior Management – pages 58-59; • Report of the Non-executive Board
members – pages 60-61; • Remuneration – pages 62-69; • Internal risk management and control
systems – pages 70-76.
The table below details the members of the Board and their terms in office. Each term is for a maximum term of four years. Board members may be reappointed for subsequent four-year periods. Non-executive Board members may only be reappointed twice. However, there is no limitation in the number of reappointments for the Executive Board member.
Go ve rn an ce 51 Governance at a glance
2011 Remuneration Report of the Board The 2011 Remuneration Report of the Board, as drawn up by the Compensation committee, contains an account of the manner in which the Remuneration Policy for the CEO was implemented in 2011, and is scheduled to be implemented in 2012 (see pages 62-69). Remuneration of the Non-executive Board members
The remuneration of the Non-executive Board members, including the remuneration of the Chairman of the Board and the members of the Board committees is determined by the General Meeting. The remuneration is reviewed annually by the Compensation committee. For details on the remuneration structure for the Non-executive Board members, see page 69.
Remuneration of the CEO
The General Meeting, upon the proposal of the Board, determines the Remuneration Policy for the CEO, including for his function as Executive Board member. The remuneration of the CEO shall, with due observance of the Remuneration Policy, be determined by the Board.
The Remuneration Policy for the CEO was adopted by the AGM of May 11, 2005 and was amended by the AGM of May 14, 2008. The Remuneration Policy is published on Gemalto’s website. The Remuneration Policy also serves as guidance to establish the Senior Management remuneration approach. The objectives of the Remuneration Policy are to attract, retain and reward talented staff and management, by offering compensation that is competitive in the industry, motivates management to meet or surpass the Company’s business objectives and aligns the interests of management with the interests of the shareholders.
For details on the compensation of the CEO for the financial year 2011, see page 65.
Internal risk management and control systems
Risk management and internal controls are critical to the stability of the Company. The aim of our internal risk management is to expand our ability to achieve our objectives by: • Safeguarding assets, cash flows and
reputation;
• Effectively constraining threats to acceptable levels;
• Making informed decisions; • Enhancing our capacity to exploit
opportunities, while trying to protect our stakeholders’ interests and our shareholders’ investments.
Management has therefore put in place, and regularly reviews and updates key policies, processes and independent controls to provide assurance to the Board as to the integrity of Gemalto’s reporting and
effectiveness of its systems of internal control and risk management.
Long-term incentive plans – Global Equity Incentive Plan Gemalto has established a Global Equity Incentive Plan enabling the Board to grant options, restricted shares units and/or share appreciation rights to eligible employees (see page 69).
Long-term incentive plans –
Global Employee Share Purchase Plan Gemalto has established a Global Employee Share Purchase Plan enabling the Board to offer the opportunity to eligible employees to purchase shares in the Company at a discount to the prevailing market price (see page 69).
Board compliance statement
The Board compliance statement for purposes of compliance with the Dutch corporate governance code and the implemented European Union Transparency Directive can be found on page 77.