Compliance with Dutch Corporate Governance Code
The Dutch Corporate Governance Code was last amended on December 10, 2008. The full text of the Dutch Corporate Governance Code can be found on the website of the Monitoring Commission Corporate Governance Code (www.commissiecorporategovernance.nl).
ASMI applies the relevant principles and best practices of the Code applicable to the Company, to the Management Board and to the Supervisory Board, in the manner set out in this Corporate Governance section, as long as it does not entail disclosure of commercially sensitive information, as accepted under the Code.
In general, ASMI agrees with rule II.2.8 of the Code that in most circumstances a maximum severance payment of one year for Management Board members is appropriate. However, we want to reserve the right to agree to different amounts in case we deem this to be required by the circumstances. Any deviations will be disclosed.
Pursuant to section III.3.5 of the Code, a Supervisory Board member can serve for a maximum period of three four-year terms. However, the Code includes best practices only and deviations are possible on the basis of the 'comply or explain' principle.
Mr Danneels was first appointed to the Supervisory Board at the AGM in 2000 and has served on the Supervisory Board for three consecutive four-year terms. The Supervisory Board is of the opinion that in the case of the nomination of Mr Danneels for a fourth four-year term a deviation from the Code is justified because such deviation is under the circumstances in the best interest of the Company. Mr Danneels is a well-known industry expert and represents key industry expertise on the Supervisory Board. The General Meeting of Shareholders approved the nomination for a fourth term of Mr Danneels on May 15, 2012.
The members of the Management Board state that, to the best of their knowledge, the statutory financial statements prepared in accordance with IFRS-EU and Title 9 of part 2 of the Dutch Civil Code as included in this Statutory annual report 2014 provide a true and fair view of the assets, liabilities, financial position and results of the Company and its subsidiaries included in the consolidated statements and that the management report provides a true and fair view of the position and the business of the Company and its subsidiaries, and the Statutory annual report 2014 provides a description of the principal risks and uncertainties that the Company faces.
Corporate governance statement
According to the Government Code, the Company is required to publish a statement on corporate governance. This statement has to report on compliance with the Code. Furthermore, a description must be included of the main characteristics of the internal risk management and control systems connected with the Company’s financial reporting process. The corporate governance statement must also provide information on the functioning of the General Meeting of Shareholders, including its main rights, the composition of the Management Board and the Supervisory Board, including its committees.
The Management Board states that the information required by the December 23, 2004 (as lastly amended on December 10, 2009) decree is included in this Corporate governance chapter and in the Risk management chapter.
Corporate governance-related documents are available on our website. These include the Supervisory Board Profile, Supervisory Board Rules, Management Board Rules, the Audit Committee Charter, the Nomination, Selection and Remuneration Committee Charter, the Code of Ethics, the Whistleblower Policy, the Anti-Fraud Policy, the Rules concerning Insider Trading, and the Remuneration Policy.
Decree Article 10 EU Takeover Directive
The Management Board states that the information required under Article 10 of the EU Takeover Directive Decree is disclosed in this Corporate governance chapter to the extent that it is applicable to ASMI.