SUPERVISORY BOARD REPORT
During the year under review, the Supervisory Board performed its duties in accordance with applicable legislation and the Articles of Association of ASM International NV and supervised and advised the Management Board on an ongoing basis.
We present the ASMI 2016 Statutory annual report in accordance with IFRS, as prepared by the Management Board and reviewed by the Supervisory Board. Our independent auditors, KPMG Accountants NV, have audited these financial statements and issued an unqualified opinion. Their report appears in this section of the Financial statements.
All of the members of the Supervisory Board have signed the financial statements in respect of the financial year 2016.
Supervision of the Management Board, its policy decisions and actions are entrusted to the Supervisory Board. In accordance with Dutch law, the Supervisory Board is a separate body, independent of the Management Board. The Supervisory Board supervises and advises the Management Board in executing its responsibilities. The profile of the Supervisory Board describes the range of expertises that should be represented within the Board. The procedures of the Supervisory Board and the division of its duties are laid down in the Supervisory Board Rules. Both documents are available on our website www.asm.com.
MEETINGS OF THE SUPERVISORY BOARD
During 2016, the Supervisory Board met with the Management Board on five occasions. Jan Lobbezoo, Heinrich Kreutzer, and Martin van Pernis attended all Supervisory Board meetings with the Management Board, while Ulrich Schumacher attended all meetings except two. In these meetings, the Boards discussed strategy progress, operations, business risks, product and market developments, the Company’s organization, management and financial structure, and performance, including further profitability improvements. One of those meetings was specifically earmarked to discuss with Management the long-term strategy of the company, the planned implementation of it, and the risks attached to its realization.
In addition, the Supervisory Board discussed the functioning of the Supervisory Board and its individual members, the relationship between the Supervisory Board and the Management Board, the composition of the Management Board, its performance, and the performance of its individual members without the members of the Management Board attending.
Included in the responsibilities of the Supervisory Board is to oversee the Company’s compliance with corporate governance standards and best practices. The Supervisory Board is of the opinion that the Company complies with the Dutch Corporate Governance Code.
Also in 2016, the Company announced a share buyback program of €50 million with the announcement of the third-quarter results. This is in line with the earlier communicated message that the Company uses excess cash for the benefit of its shareholders.
SUPERVISORY BOARD COMPOSITION
The Supervisory Board is composed of four members. In 2016 the term of Mr Danneels expired and he left the Supervisory Board after serving for 16 years. All four members are independent, in line with the Corporate Governance Code.
MANAGEMENT BOARD COMPOSITION
The Management Board remains composed of two members. During 2016 no changes have taken place in its composition.
We recognize the advantages of diversity. Diversity in our view consists of gender, but also relate to specific knowledge, background, (technical) experience, and skills. For the selection of future members of the Boards, the criteria will therefore also include a wide range of diversity aspects, and gender will be one of them.
SUPERVISORY BOARD COMMITTEES
The role of the Audit Committee is described in its charter, which is available on the Company’s website (www.asm.com). The Audit Committee consists of Messrs. Heinrich Kreutzer (Chairman), Jan Lobbezoo and Ulrich Schumacher. During the year, the Audit Committee met with the Management Board and KPMG Accountants, the Company’s independent auditors, on four occasions, and in one conference call. Audit Committee discussions included: the Company’s financial reporting including the application of accounting principles; the Company’s financial position and financing programs, and tax planning; the Company’s internal risk management systems; effectiveness of internal controls; the audit performed and its findings, the annual report and financial statements; and the budget and the quarterly progress reports prepared by the Management Board. The internal auditor participated in all four Audit Committee meetings presenting her own actions and findings.
On several occasions, the Audit Committee met with KPMG Accountants, without the members of the Management Board present, to discuss the risk of fraud. Furthermore, the Audit Committee discussed the auditor’s performance with the Management Board without KPMG Accountants present.
Nomination, Selection and Remuneration Committee
The role of the Nomination, Selection and Remuneration Committee is described in its charter, which is available on the Company’s website, www.asm.com. In general, the Committee advises the Supervisory Board on matters relating to the selection and nomination of new Management Board members, as well as the remuneration of the members of the Management Board. This Committee consists of Messrs. Martin van Pernis (Chairman), and Jan Lobbezoo.
In 2016 the Nomination, Selection and Remuneration Committee held one meeting and one conference call. The topics discussed included the remuneration of the individual members of the Management Board. During the meetings of the Committee, the Chief Executive Officer was present, except on the occasion when his own remuneration was discussed.
The remuneration of the members of the Management Board is disclosed in Note 24 on the financial statements of the Statutory annual report. The remuneration of the members of the Management Board during 2016 is fully in accordance with the Remuneration Policy.
WORD OF THANKS
We extend gratitude and appreciation to ASMI employees worldwide for their many contributions and enduring commitment to the Company. It is their commitment and determination that enabled us to make substantial progress in 2016. We recognize that the cumulative efforts of our workforce are truly creating real value for all of our stakeholders.
J.C. Lobbezoo, Chairman
M.C.J. van Pernis
Almere, the Netherlands
March 9, 2017