The Management Board, supervised and advised by the Supervisory Board, manages ASMI’s strategic, commercial, financial and organizational matters, and appoints senior managers. The Supervisory Board supervises and advises the Board of Management in the execution of its tasks and responsibilities and establishes their individual remuneration within the boundaries of the remuneration policies approved by the General Meeting of Shareholders and the recommendations by the Nomination, Selection and Remuneration Committee.
COMPOSITION OF THE MANAGEMENT BOARD
Charles D. (Chuck) del Prado – CEO
Mr del Prado was appointed as a member of the Management Board in May 2006 and President and Chief Executive Officer on March 1, 2008. Mr del Prado was reappointed on May 21, 2014 for a period of four years. Between 1989 and 1996 Mr del Prado held several marketing and sales positions at IBM Nederland NV. From 1996 to 2001 he worked in various management positions at ASML, in manufacturing and sales in Taiwan and the Netherlands. He was appointed as Director Marketing, Sales & Service of ASM Europe in March 2001. From 2003 to 2007 he was President and General Manager of ASM America. From January 1, 2008 to February 29, 2008, he acted as Executive Vice President Front-end Operations at ASM America. He holds a Master's of Science degree in Industrial Engineering and Technology Management from the University of Twente, the Netherlands. Mr del Prado is a Dutch national.
Peter A.M. van Bommel – CFO
Mr van Bommel was appointed as a member of the Management Board on July 1, 2010 and became Chief Financial Officer on September 1, 2010. Mr van Bommel was reappointed on May 21, 2014 for a period of four years. Mr van Bommel has more than twenty years of experience in the electronics and semiconductor industry. He spent most of his career at Philips, which he joined in 1979. From the mid-1990s until 2005 he acted as CFO of several business units of the Philips group. Between 2006 and 2008 he was CFO at NXP, formerly Philips Semiconductors. He was CFO of Odersun AG, a manufacturer of thin-film solar cells and modules until August 31, 2010. He holds a Master's degree in Economics from the Erasmus University Rotterdam, the Netherlands. Mr van Bommel is a Dutch national.
On April 12, 2012 Mr van Bommel was appointed as a member of the Supervisory Board and Audit Committee of Royal KPN NV. On April 16, 2015 Mr van Bommel was appointed as a member of the Supervisory Board of Neways Electronics International NV.
THE IMPORTANCE OF DIVERSITY
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 Management Board the criteria will therefore also include a wider range of diversity aspects, and gender will be one of them.
In addition to the duties of the Management Board stipulated by law and our Articles of Association, the Management Board has the following responsibilities:
- achieving the aims, strategy, policy and results of the Company;
- managing the risks associated with the activities of the Company;
- ensuring proper financing of the Company;
- establishing and maintaining disclosure controls and procedures that ensure that all major financial information is known to the Management Board in order to ensure that the external financial reporting is achieved in a timely, complete and accurate manner; and
- determining relevant aspects and achieving aims relating to corporate social responsibility and sustainability.
The Management Board is guided by the interests of the Company taking the interests of all stakeholders into consideration.
The members of the Management Board are collectively responsible for managing the Company. They are collectively and individually accountable to the Supervisory Board and the General Meeting of Shareholders for executing the Management Board’s responsibilities. The Management Board has the general authority to enter into binding agreements with third parties.
RISK MANAGEMENT AND CONTROL FRAMEWORK
The Management Board ensures that the Company has an adequately functioning Internal Risk Management and Control Framework. A comprehensive Risk Management and Control Framework, based on the 'three lines of defense model', has been established that allows the Audit Committee and the Management Board a clear overview of the effectiveness of internal controls and risk management. This is explained in more detail in the Risk Management chapter.
The Management Board periodically discusses the internal risk management and control systems with the Supervisory Board and the Audit Committee. The Management Board provides the Supervisory Board with all information required for the fulfillment of their obligations and the exercise of their powers.
The Management Board provides the General Meeting of Shareholders with all information reasonably required for the fulfillment of its obligations and the exercise of its powers in a timely fashion. The Management Board is responsible for the quality and completeness of financial and other reports that are publicly disclosed by or on behalf of the Company, including all reports and documents the Company is required to file with regulatory agencies.
CONFLICTS OF INTEREST
Each Management Board member shall immediately report any potential conflict of interest to the Chairman of the Supervisory Board and to the other Management Board members. In such cases a Management Board member shall provide the Chairman of the Supervisory Board and the other Management Board members with all information relevant to the conflict and follow the procedures as set out in the Management Board Rules.
APPOINTMENT, SUSPENSION AND DISMISSAL
The General Meeting of Shareholders appoints a Management Board member based on a binding nomination drawn up by the Supervisory Board. The General Meeting of Shareholders may set aside a binding nomination by a resolution taken with an absolute majority of the votes cast, representing at least one third of the share capital. If such a binding nomination is set aside, a new binding nomination will be drawn up by the Supervisory Board and submitted to a newly called General Meeting of Shareholders. If this binding nomination is set aside, the General Meeting of Shareholders is free to appoint a Management Board member, but only with an absolute majority of the votes cast representing at least one third of our issued capital.
A Management Board member may be suspended at any time by the Supervisory Board. A Management Board member may, in accordance with a proposal by the Supervisory Board, be dismissed by the General Meeting of Shareholders through a majority vote. A resolution to suspend or to dismiss a member of the Management Board, other than in accordance with a proposal of the Supervisory Board, shall require the affirmative vote of a majority of the votes cast at a meeting. The affirmative votes must represent at least one third of the issued capital.
The remuneration of individual members of the Management Board is decided upon by the Supervisory Board, based on the recommendations by the Nomination, Selection and Remuneration (NSR) Committee of the Supervisory Board and on the Company’s Remuneration Policy. Our Remuneration Policy was last adopted by the General Meeting of Shareholders in 2014. The remuneration structure includes five components: a fixed (base) salary component, a variable component (annual bonus or short-term incentive), a long-term component (performance shares and stock options), pension provisions and fringe benefits. The remuneration structure reflects short-term and long-term elements of the responsibilities of members of the Management Board.
REVISIONS OF THE REMUNERATION POLICY
The principal revisions of the Remuneration Policy are the following:
- the annual bonus for the CEO is set at up to 100% of the annual fixed salary for on-target performance and up to a maximum of 150% in the case of out-performance;
- the annual bonus for other members of the Management Board is set at up to 75% of the annual fixed salary for on-target performance and up to a maximum of 125% in the case of outperformance;
- performance shares are introduced as part of the long-term component for the Management Board;
- the total value of stock options and performance shares for the CEO will be 133% of the annual base salary for on-target performance and up to a maximum of 200% of annual fixed salary in the case of outperformance;
- the total value of stock options and performance shares for other members of the Management Board will be 100% of the annual base salary for on-target performance and up to a maximum of 150% of annual fixed salary in the case of outperformance;
- performance shares will become unconditional after three years depending on the achievement of pre-determined financial targets for those three years; and
- members of the Management Board are required to hold the vested performance shares for an additional two years after vesting.
The relevant targets will be set annually by the Supervisory Board upon the recommendation of the NSR Committee. These targets will be pre-determined, assessable, influenceable and supportive of the Company's long-term strategy in accordance with the best practices of the Dutch Corporate Governance Code.
For further information regarding the remuneration of the Management Board, please see the Remuneration Policy and the Remuneration report 2015 which are posted on our website, and the report of the Supervisory Board 2015, which is included in our Statutory annual report 2015.
LIMITING SHARE DILUTION
In order to limit potential dilution of the long-term incentive to be awarded to the Management Board and the restricted shares to be awarded to other employees, the Supervisory Board reduced the maximum previously applicable dilution percentage of 7.5% of the issued ordinary share capital of ASMI to 5% of the issued ordinary share capital of ASMI. This previous applied dilution limit of 7.5% was applicable to the number of outstanding (vested and non-vested) stock options granted to the Management Board and other employees up to and including 2014. In order to facilitate the transition to the new share- and option-based program and to attain this dilution limit of 5%, the Supervisory Board will apply a transition period of maximum four years, during which the potential dilution may exceed 5% but will not exceed 7.5%. In addition, ASMI may repurchase outstanding shares in order to mitigate possible dilution.