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EXTERNAL AUDITOR

In accordance with Dutch law, ASMI’s external auditor is appointed by the General Meeting of Shareholders and is nominated for appointment by the Supervisory Board upon advice from the Audit Committee and the Management Board. Our current external auditor, KPMG, was reappointed as external auditor by the 2016 Annual General Meeting of Shareholders for the reporting year 2016.

The external auditor is present at our Annual General Meeting of Shareholders to respond to questions, if any, from the shareholders about the auditor’s report on the financial statements.

The Audit Committee has determined that the provision of services by KPMG and its member firms is compatible with maintaining KPMG's independence. All audit and permitted non-audit services provided by KPMG and its member firms during 2016 were pre-approved by the Audit Committee.

AUDIT COMMITTEE POLICIES AND PROCEDURES

The Audit Committee has adopted the following policies and procedures for pre-approval of all audit and permitted non-audit services provided by our external auditor:

AUDIT SERVICES

Management submits to the Audit Committee for pre-approval the scope and estimated fees for specific services directly related to performing the independent audit of our Statutory and Consolidated financial statements for the current year.

AUDIT-RELATED SERVICES

The Audit Committee may pre-approve expenditures up to a specified amount for services included in identified service categories that are related extensions of audit services and are logically performed by the auditors. Additional services exceeding the specified pre-approved limits require specific Audit Committee approval.

TAX SERVICES

The Audit Committee may pre-approve expenditures up to a specified amount per engagement and in total for identified services related to tax matters. Additional services exceeding the specified pre-approved limits, or involving service types not included in the pre-approved list, require specific Audit Committee approval.

OTHER SERVICES

In the case of specified services for which utilizing our external auditor creates efficiencies, minimizes disruption or preserves confidentiality, or for which management has determined that our external auditor possesses unique or superior qualifications to provide such services, the Audit Committee may pre-approve expenditures up to a specified amount per engagement and in total. Additional services exceeding the specified pre-approved limits, or involving service types not included in the pre-approved list, require specific Audit Committee approval.