View Hoboken (Belgium) plant after the facelift (early 2009).
Corporate Governance
Board of directors
- Role
- Responsibilities
- Leadership
- Composition
- Performance appraisal
- Compensation
- Committees
Role
The basic role of the Board is to ensure Umicore’s viability as a sustainable business focusing on long-term financial returns and remaining sensitive to the interests of the company’s various stakeholders.Responsibilities
The primary responsibilities of the Board are to provide strategic direction for Umicore and to monitor the Group’s affairs. The Board’s primary focus is on the sustainable development of the company, its financial and risk management and on ensuring that Umicore has the leadership in place that is most suited to accomplishing its strategic goals. The Board performs whatever acts are necessary to achieve the company's objectives. In this context such acts include approving strategic plans, expansion plans and budgets and monitoring the implementation of such plans.
The Board takes the necessary steps to ensure that the organizational structure put in place meets the company's requirements and that a system of reporting and efficient internal controls exists to ensure that information is reliable.
In terms of approving company investments, the Board is responsible for approving all M&A transactions in excess of EUR 12,500,000 and capital expenditures exceeding EUR 12,500,000.
The Board has the authority and the duty to use adequate, necessary and proportional means to fulfil its responsibilities. The Board is accountable to the company and its shareholders.
Board of Directors: rules and regulations
Leadership
Leadership of the Board of Directors is provided under normal circumstances by the Chairman. If the Chairman is not able to attend a meeting of the Board then the oldest director present chairs the meeting.
The Board of Directors' deliberations shall not be valid unless at least one-half of its members are present or represented at the meeting. Decisions shall be taken by a majority of the votes cast. In the event of a tie, the person chairing the meeting shall have the casting vote.
Composition
The Board of Directors, whose members are appointed by the Shareholders’ Meeting, must consist of at least six members. Their term of office may not exceed six years, but they may be re-elected.
It is foreseen to reduce the term of office to a maximum of four years.
From 14 April 2005, the Board of Directors consisted of nine members: eight non-executive directors and one executive director.
Six of the directors are independent directors, i.e. directors who are not related to major shareholders and who have not been members of the company’s Executive Committee for the last two years.
The Board handles the process of appointments so as to maintain an appropriate balance of skills and experience within the Board.
- Chairman
- Executive Directors
- Non-Executive Directors
- Independent non-executive Directors
Performance appraisal
The Board reviews and assesses its performance as well as the effectiveness of the company’s corporate governance structure at regular intervals. The performance of individual Board members is regularly assessed as part of the re-election procedure. The Board also meets annually in the absence of the CEO to review the latter’s performance.
Compensation (2004)
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Chairman’s annual retainer: fixed portion : EUR 36,000 – variable portion (based on attended meetings) : EUR 24,000.
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Director’s annual retainer: fixed portion : EUR 18,000 – variable portion (based on attended meetings) : EUR 12,000.
The total amount of remuneration granted to Directors in 2004 in respect of their activities in the company amounted to EUR 299,955.
No variable or other compensation element is associated with directorship. No loan or guarantees have been granted by the company to members of the Board.
As of 31 December 2004, the members of the Board of Directors (excluding Thomas Leysen) held a total of 29,823 shares. As of the same date they also held 28,000 stock options. These options are held by those directors who were previously members of the Executive Committee.
Number of Board meetings in 2004: six.
| Name | Board meetings attended | Committee meetings attended | Total remuneration | Shares held at 31 Dec 2004 |
|---|---|---|---|---|
| Karel Vinck | 6 of 6 | 1 of 1 | 63.750 | 26.000 |
| Etienne Davignon(**) | 4 of 6 | 1 of 1 | 28.500 | 1.050 |
| Thomas Leysen | 6 of 6 | na | see Excom | 170,000 |
| Isabelle Bouillot(*) | 4 of 4 | na | 20.885 | 0 |
| Uwe-Ernst Bufe(*) | 4 of 4 | na | 19.066 | 0 |
| Jean-Luc Dehaene | 5 of 6 | na | 28.000 | 33 |
| Philippe Delaunois(**) | 6 of 6 | 1 of 1 | 32.500 | 315 |
| Etienne Denis(**) | 6 of 6 | na | na | na |
| Arnoud de Pret | 6 of 6 | 4 of 5 | 47.500 | 1.000 |
| Jonathan Oppenheimer | 4 of 6 | na | 26.000 | 0 |
| Robert F.W. van Oordt (***) | 6 of 6 | 5 of 5 | 75.000 | 0 |
| Klaus Wendel | 6 of 6 | 5 of 5 | 51.000 | 1.425 |
(**) directorship transefered to Cumerio
(***) retired at the 2005 AGM
Committees
Audit Committee
The Audit Committee consists of three members who are all independent non-executive directors.
The mission of the Audit Committee is to assist the Board of Directors in fulfilling its oversight duties with regard to the Umicore Group’s financial reporting process, including monitoring the integrity of the financial statements, external auditor qualifications and independence and performance of both the internal audit department and the external auditors.
To this effect, the Audit Committee:
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has the right to seek any necessary information from any corporate body or any member of the company’s staff to fulfil its duties;
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has the right to obtain outside legal help and any professional advice, at the company’s expense, which might be necessary for the fulfilment of its duties;
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has the power to call any member of the company’s staff to be interviewed at a meeting of the committee as and when required.
The chairman of the Audit Committee reports to the Board on the results of its proceedings and communicates the committee’s recommendations.
The charter and rules of the Audit Committee will be reviewed during the course of 2005 to benchmark them against the Belgian Code on Corporate Governance.
Number of meetings in 2004: five.
Compensation :
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chairman : EUR 7,500 per attended meeting
- member : EUR 3,500 per attended meeting.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee consists of three members who are all non-executive directors. It is chaired by the Chairman of the Board.
The mission of the Nomination and Remuneration Committee is:
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to recommend new directors for election to the Board;
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to recommend to the Board the candidates for membership of the Executive Committee and to approve their remuneration as well as to recommend to the Board the dismissal of any member of the Executive Committee;
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to recommend a management remuneration policy to the Board;
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to define a succession plan for the Chief Executive Officer and to review succession planning for the Executive Committee;
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to recommend the appropriate stock option plans to the Board.
The chairman of the Nomination and Remuneration Committee reports to the Board on the results of its work and examinations and makes recommendations accordingly.
The charter and rules of the Nomination and Remuneration Committee will be reviewed during the course of 2005 to benchmark them against the Belgian Code on Corporate Governance.
Number of meetings in 2004: one
Compensation :
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chairman : EUR 3,750 per attended meeting
-
member : EUR 2,500 per attended meeting.
Nomination and Remuneration Committee Charter
Special Reports
No special reports currently exist
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