The Supervisory Board oversees strategic and commercial policymaking by the Management Board and the way in which it manages and directs ASMI’s operations and affiliated/associated companies. Members of the Supervisory Board are appointed by the Annual General Meeting of Shareholders upon binding nomination by the Supervisory Board.
|Name||Position||Nationality||Year of Birth||Initial appointment||Term Expires|
|Jan C. Lobbezoo 1 2||Chairman of the Supervisory Board||Dutch||1946||2009||2017|
|Johan M.R. Danneels 2||Member of the Supervisory Board||Belgian||1949||2000||2016|
|Heinrich W. Kreutzer 1||Member of the Supervisory Board||German||1949||2006||2018|
|Martin C.J. van Pernis 2||Member of the Supervisory Board||Dutch||1945||2010||2018|
|Ulrich H.R. Schumacher 1||Member of the Supervisory Board||German||1958||2008||2016|
- Member of Audit Committee.
- Member of Nomination, Selection and Remuneration Committee.
Jan C. Lobbezoo
Mr Lobbezoo was initially elected as a member of the Supervisory Board in May 2009 and was reappointed on May 16, 2013 for a period of four years, and on July 2013 Chairman of the Supervisory Board. Mr Lobbezoo was Executive Vice President and Chief Financial Officer of the semiconductor division of Royal Philips Electronics from 1994 to 2005. He was a member of the Board of Taiwan Semiconductor Manufacturing Company (TSMC) for 12 years until 2007 and remains its adviser, specifically in the areas of US corporate governance, international reporting and financial review. He is on the Board of FEI, a US-based nanotechnology equipment company, and on the one-tier Board of TMC Group NV (Non-Executive Member). He is also Chairman of the Supervisory Board of Point One Innovation Investment Fund. He holds a Master's degree in Business Economics from Erasmus University Rotterdam, the Netherlands and is a Dutch Registered Accountant. Mr Lobbezoo is a Dutch national.
Johan M.R. Danneels
Mr Danneels was initially elected as a member of the Supervisory Board in May 2000 and was reappointed on May 15, 2012 for a period of four years. Prior to his retirement mid 2014, Mr Danneels was Chief Executive Officer at Essensium, the company he founded in 2005 as a spin-off from the imec (Interuniversity Microelectronics Centre) research institute. He was Chairman of imec from 2000 to 2005. Prior to that he spent 25 years at Alcatel. He held several management positions for all major product lines, was Corporate Executive Vice President of Alcatel NV, Chief Executive Officer of Alcatel Microelectronics and, most recently, Group Vice President of STMicroelectronics. He holds a PhD in Engineering from the Catholic University of Leuven, Belgium and an MBA from Boston University. Mr Danneels is a Belgian national.
After four terms Mr Danneels will not be nominated for re-election. At the Annual General Meeting of Shareholders taking place on May 25, 2016, Mr Danneels'appointment as a Supervisory Board member will cease.
Heinrich W. Kreutzer
Mr Kreutzer was initially elected as a member of the Supervisory Board in November 2006 and was reappointed on May 21, 2014 for a period of four years. Between 1999 and 2003, Mr Kreutzer was a member of the Management Board as Chief Operating Officer and Chief Technology Officer of Alcatel Germany. From 2004 to 2006, he was Managing Director of Kabel Deutschland GmbH in Munich, Germany. Prior to that he worked at several companies including General Telephone & Electronics in Waltham, US and Alcatel in Stuttgart, Germany. Mr Kreutzer is currently on the Board of Directors of Micronas Semiconductor AG (Chairman) in Zurich, Switzerland, Micronas Semiconductor GmbH (Chairman) in Freiburg, Germany and BKtel Communications GmbH (Chairman), Germany. He holds a Master's degree in Engineering and a Master's degree in Economics, and studied at the Technical University of Berlin and the University of Hagen, Germany. Mr Kreutzer is a German national.
Martin C.J. van Pernis
Mr Van Pernis was initially elected as a member of the Supervisory Board in May 2010 and was reappointed on May 21, 2014 for a period of four years. Mr Van Pernis joined Siemens in 1971 and retired from the Siemens Group at the end of 2009 as Chairman of the Management Board of Siemens Nederland NV. He is on the Supervisory Board of Batenburg Techniek NV (Chairman), Aalberts Industries NV (Vice Chairman), Rotterdam Philharmonisch Orkest – RPhO (Chairman), President of The Royal Institute of Engineers – KIVI, and Member of the Advisory Board of G4S. Mr Van Pernis is a Dutch national.
Ulrich H.R. Schumacher
Mr Schumacher was initially elected as a member of the Supervisory Board in May 2008 and was reappointed on May 15, 2012 for a period of four years. Currently Mr Schumacher is Chairman of the Executive Board and CEO of Zumtobel Group AG. From 1986 to 1999 he held various engineering and management positions at Siemens AG. Between 1996 and 1999 he was CEO and President of Siemens Semiconductor Group, and became President and CEO of Infineon Technologies AG after the spin-off from Siemens Semiconductor Group in 1999. From 2004 to 2007 he was a Partner at Francisco Partners, a private equity investment company based in the US. Between 2007 and 2010 he was the CEO and President of Grace Semiconductor Manufacturing Corporation. Most recently he was Managing Director of CGS DS. Until recently he was on the Supervisory Board of PACT XPP Technologies AG (Chairman). He holds a PhD in Electrical Engineering from the University of Aachen, Germany and has completed further education in Business Administration. Mr Schumacher is a German national.
The supervision over the policies of our Management Board and the general course of our business, and the related management actions, is entrusted to the Supervisory Board. In our two-tier structure under applicable Dutch law, the Supervisory Board is a separate body independent from the Management Board.
The Supervisory Board supervises and advises the Management Board in executing its responsibilities, particularly regarding:
- achievement of the Company’s objectives;
- corporate strategy and the risks inherent in the business activities;
- structure and operation of the internal risk management and control systems;
- financial reporting process;
- compliance with legislation and regulations;
- relation of the Company to its shareholders; and
- relevant aspects of corporate social responsibility.
The Supervisory Board is responsible for monitoring and assessing its own performance.
CONFLICTS OF INTEREST
A Supervisory Board member facing a conflict of interest shall, in accordance with Article 13 of our Supervisory Board Rules, inform the Chairman of the Supervisory Board immediately. The Chairman shall, if possible in consultation with the other members of the Supervisory Board, determine the course of action to be taken.
In accordance with Dutch law and the Code, the Supervisory Board has drawn up a profile for its own composition. This Supervisory Board Profile is available on our website. The Supervisory Board shall consist of at least three members. The members should operate independently of each other and within a good relationship of mutual trust. They should be experienced in the management of an international, publicly listed company, and have sufficient time available to fulfill the function of a Supervisory Board member. The Supervisory Board members appoint a Chairman from among themselves.
The Supervisory Board is currently composed of five members. Supervisory Board members serve a four-year term and may be re-elected twice. 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.
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 Supervisory Board the criteria will therefore also include a wider range of diversity aspects, and gender will be one of them.
Any appointment or reappointment to the Supervisory Board shall be based on the candidate’s match with the Supervisory Board Profile. For reappointment, the candidate’s performance during the previous period shall be taken into account. A Supervisory Board member who is available for reappointment must be interviewed by the Chairman of the Nomination, Selection and Remuneration Committee. The Chairman of the Nomination, Selection and Remuneration Committee must be interviewed by the Chairman of the Supervisory Board. All members of the Supervisory Board follow an introduction program after their first appointment, in which financial and legal aspects as well as financial reporting and specific features of ASMI are discussed.
The remuneration of the members of the Supervisory Board is not dependent on our financial results. No member of the Supervisory Board personally maintains a business relationship with ASMI other than as a member of the Supervisory Board. The Nomination, Selection and Remuneration Committee is responsible for reviewing and, if appropriate, recommending changes to the remuneration of the Supervisory Board. Any recommended changes to the remuneration of the members of the Supervisory Board must be submitted to the General Meeting of Shareholders for approval.
The remuneration of the Supervisory Board was approved by the shareholders in the 2011 Annual General Meeting of Shareholders. The Supervisory Board's annual remuneration has been fixed as follows:
|(Amount in euros)|
|Member of the Supervisory Board (other than the Chairman)||45,000|
|Chairman of the Supervisory Board||60,000|
|Member of the Audit Committee (other than the Chairman)||5,000|
|Chairman of the Audit Committee||7,500|
|Member of the Nomination, Selection and Remuneration Committee (other than the Chairman)||5,000|
|Chairman of the Nomination, Selection and Remuneration Committee||7,500|
The Supervisory Board is of the opinion that its current members are all independent as defined by the Code. Neither the Chairman nor any other member of the Supervisory Board is a former member of ASMI’s Management Board, or has another relationship with ASMI which can be judged 'not independent' of ASMI.
In order to more efficiently fulfill its role and in compliance with the Code, the Supervisory Board has created two committees: the Audit Committee and the Nomination, Selection and Remuneration Committee.
The Audit Committee assists the Supervisory Board in its responsibility to oversee ASMI’s financing, financial statements, financial reporting process and system of internal business controls and risk management.
The Audit Committee consists of:
- Heinrich Kreutzer (Chairman);
- Jan Lobbezoo; and
- Ulrich Schumacher.
The Audit Committee supervises the activities of the Management Board with respect to:
- the structure and operation of the internal risk management and control systems, including supervision of the enforcement of the relevant legislation and regulations;
- role and functioning of Internal Audit;
- policy on tax planning;
- the applications of information and communication technology;
- financing of the Company;
- compliance with recommendations and observations of internal and external auditors;
- release of financial information; and
- relations with the external auditor including, in particular, its independence, remuneration and any non-audit services performed for the Company.
The Audit Committee meets periodically to:
- consider the adequacy of the internal control procedures;
- review the operating results with management and the independent auditors;
- review the scope and results of the audit with the independent auditors;
- review the scope and results of internal audits with Internal Audit;
- nominate a firm to be appointed as independent auditors;
- review performance evaluations relating to the auditor’s independence; and
- review performance and services of the external auditor.
The Chief Executive Officer, Chief Financial Officer, Director Internal Audit, Director External Reporting & Treasury and representatives of the external auditor are invited to, and also attend, the Audit Committee meetings.
Mr Lobbezoo, Chairman of the Supervisory Board and member of the Audit Committee, is the Supervisory Board’s financial expert, taking into consideration his extensive financial background and experience.
Nomination, Selection and Remuneration Committee
The Nomination, Selection and Remuneration Committee (NSR Committee) advises the Supervisory Board on matters relating to the selection and nomination of the members of the Management Board and Supervisory Board. The Committee further monitors and evaluates the Remuneration Policy for the Management Board.
The NSR Committee consists of:
- Martin van Pernis (Chairman);
- Johan Danneels; and
- Jan Lobbezoo.
The objective of the Remuneration Policy is two-fold:
- to create a remuneration structure that will allow ASMI to attract, reward and retain qualified executives who will lead ASMI in achieving its strategic objectives; and
- to provide and motivate these executives with a balanced and competitive remuneration.
The remuneration structure includes five elements:
- base salary;
- annual incentive (bonus);
- long-term share-based incentive;
- pension; and
- other arrangements.
This remuneration structure reflects short-term and long-term elements of the responsibilities of members of the Management Board.
The NSR Committee ensures that a competitive remuneration structure is provided by benchmarking with other multinational companies of comparable size and complexity operating in comparable geographical and industrial markets. The NSR Committee evaluates the achievement of performance criteria specified per Management Board member. After the evaluation, it recommends the level of remuneration to the Supervisory Board.
On an annual basis, the NSR Committee reports to the Supervisory Board on the application of the Remuneration Policy in the previous year and recommends the Remuneration Policy for the following years.
The Chief Executive Officer and the Vice President Global Human Resource are invited to, and also attend, the Nomination, Selection and Remuneration Committee meetings.