View Hoboken (Belgium) plant after the facelift (early 2009).
Executive Committee
The Executive Committee has the form of a "Comité de Direction/Directiecomité" within the meaning of Article 524bis of the Belgian Companies Code, meaning that the operational management responsibility is delegated from the Board to the Executive Committee.
Composition
The Executive Committee is presently composed of 8 members. It is presided over by a chairman, appointed by the Board of Directors. The members of the Executive Committee are appointed by the Board of Directors upon recommendation of the Nomination and Remuneration Committee. The Executive Committee as a whole or any individual member can be dismissed at any time by the Board of Directors.
Thomas Leysen, 47, Chief Executive Officer
He became Chief Executive Officer of Umicore in 2000, after having held various positions within Umicore and its affiliates. He is also Chairman of Corelio, a Belgian media company. He is a member of the Board of Cumerio, of the micro-electronics research centre IMEC and a member of the supervisory Board of Bank Metzler, Germany. He is a member of the Executive Committee of the Belgian Employers Federation (FEB/VBO).
Martine Verluyten, 56, Chief Financial Officer
Finance
Information Systems
Martine Verluyten joined Umicore in 2006 from Mobistar, Belgium’s second largest mobile phone operator, where she also held the position of Chief Financial Offi cer. Before that she held a number of international positions at advanced plastics fi rm Raychem, both in Belgium and the United States. She started her career with KPMG as an auditor.
Alain Godefroid, 59, Corporate Vice-President - Legal Affairs - Environment, Health & Safety
Alain Godefroid holds a Law doctorate from the University of Brussels (ULB) and a MCJ from the University of Texas at Austin. After working as a lawyer in the United States and in Europe, he joined Umicore in 1978 as Legal Counsel. He was appointed to his present function in 1992. He also fulfills the role of Compliance Officer at Umicore.
Marc Grynberg, 42, Executive Vice-President
Automotive Catalysts
Marc Grynberg holds a Commercial Engineering degree from the University of Brussels (Ecole de Commerce Solvay). After several management positions in the finance function at DuPont de Nemours in Brussels and Geneva, he joined Umicore in 1996 as Group Controller. He was Umicore’s CFO from 2000 until 2006. In 2006 he was appointed to head the Automotive Catalysts business unit.
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>Martin Hess, 55, Executive Vice-President
Technical Materials - Cobalt & Specialty Materials - Jewellery & Electroplating - Platinum Engineered Materials - Corporate Development
Martin Hess joined Degussa in 1972 as a commercial trainee. He served in a variety of functions and business units, gathering also extensive international experience in Africa and Asia in the course of 18 years living abroad. From the end of 1999 until 2006, he headed the business unit Automotive Catalysts. He was appointed to head the Zinc Specialties business in 2006. He joined the Umicore Executive Committee in 2003.
Hugo Morel, 57, Executive Vice-President
Precious Metals Refining - Precious Metals Management
Hugo Morel holds a Masters degree in Metallurgical Engineering from the University of Leuven. He joined Umicore in 1974 and held several jobs in production, commercial departments, strategy and general management of different units. He was appointed to his present position in 2002.
Pascal Reymondet, 48, Executive Vice-President
Zinc Chemicals - Building Products - Zinc Battery Materials
Pascal Reymondet holds an MSc from Stanford University and an Engineering degree from the Ecole Centrale in Paris. He has occupied different engineering and management positions within the Degussa Group including management of the Port Elizabeth and Burlington automotive catalyst plants. He joined the Umicore Executive Committee in 2003.
Marc Van Sande, 55, Executive Vice-President
Chief Technology Officer - Catalyst Technologies - Electro-Optic Materials - Electronic Materials - Thin Film Products
Marc Van Sande holds a PhD in Physics from the University of Antwerp as well as an MBA. He joined MHO, a predecessor company of Umicore in 1980, and held several jobs in research, marketing and production. In 1993 he was appointed Vice-President of the Electro-Optic Materials business unit and he was appointed as an Executive Vice-President in 1999. He assumed the newly-created role of Chief Technology Officer in 2005.
Compensation
For the year 2006, an aggregate gross amount of € 4,410,269 was attributed to the members of the Executive Committee including the Chief Executive Offi cer (CEO). Of this amount, €1,926,750 was variable pay relating to 2006 performance. A portion of this variable pay, € 855,305, will be paid out in Umicore shares, which the Executive Committee members have committed to retain for a period of at least two years. For the members of the Executive Committee, benefits include an extra-legal pension scheme, the cost of which amounted to € 1,243,642.
Of the above amount, the remuneration of the CEO consisted of a fixed portion of € 500,000, a variable portion of € 450,000 and € 123,183 in other benefits. The majority of the variable pay, € 449,280, will be paid out in Umicore shares, which the CEO has committed to retain for a period of at least two years.
For the Executive Committee members variable remuneration can range from 0 to 60% of the fixed compensation. In the case of the CEO it can go up to 100% of the fixed compensation. Variable remuneration contains a component related to individual performance (including adherence to Group values), a component related to the EBIT target (over and above the cost of capital) of the units over which the Executive Committee members have direct influence and another component related to the overall Group return on capital employed. In addition, the Executive Committee members were awarded 500 shares each in view of the Group’s overall performance in 2006. These awards are included in the variable pay referred to in the previous paragraph.
During 2006, 57,925 stock options were granted to the Executive Committee members as part of the variable compensation package, at an exercise price of €112.73. The Chief Executive Officer received 25,000 options and other members of the Executive Committee received 5,000 options each with the exception of Martine Verluyten who received 2,925 options (in line with her having joined the company in June 2006).
In total, at the end of 2006, 214,425 stock options granted by the company were outstanding in the name of the Executive Committee members, with exercise prices between €26.10 and €112.73. During 2006, the Executive Committee members exercised 43,000 options granted by the company. As of 31 December 2006, the members of the Executive Committee together owned a total of 198,350 shares.
In case the employment of an Executive Committee member is terminated within 12 months of a change of control of the Company, that member would stand to receive a total compensation equivalent to 36 months’ base salary.
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Umicore’s operations not only span all of our blue planet’s five continents, its germanium substrates used in high-efficiency solar cells have also made it to Mars