• Corporate Governance Charter
• Governance Statement
• Board of Directors
• Executive Committee
• Senior Management
• Articles of Association
• Supervision & Compliance
• Code Of Conduct
• Shareholder Rights

Board of Directors

Composition

Remuneration

Composition

The Board of Directors, whose members are appointed by the Shareholders’ Meeting resolving by a simple majority of votes without any attendance requirement, must consist of at least six members. Their term of office may normally not exceed four years, but they may be re-elected.

Directors can be dismissed at any time following a resolution of a Shareholders’ Meeting deciding by a simple majority of the votes cast. There are no attendance requirements for the dismissal of directors. The Company’s Articles of Association provide for the possibility for the Board to appoint Directors in the event of a vacancy. The next general Shareholders’ Meeting must decide on the definitive appointment of the above Director. The new Director completes the term of office of his or her predecessor.

On 31 December 2010, the Board of Directors consisted of ten members: nine non-executive directors and one executive director. On 31 December 2010, six of the ten directors were independent in accordance with the criteria laid down in Article 526ter of the Belgian Companies Code. These criteria are listed in Appendix 3 of Umicore’s Corporate Governance Charter.

Chairman

Thomas Leysen, 50, Chairman, Non-Executive Director

Thomas Leysen became Chairman of Umicore in November 2008 after having served as Chief Executive Officer of Umicore since 2000. Since October 2011 he is Chairman of the board of KBC Group, a banking and insurance group. He is also Chairman of Corelio, a Belgian media company, a member of the supervisory Board of Bank Metzler, Germany, and a member of the board of UCB. Director since : 10 May 2000 Expiration of mandate : Ordinary General Meeting of 2012 Chairman since : 19 November 2008 Chairman of the Nomination & Remuneration Committee since: 19 November 2008

Executive Director

Marc Grynberg, 46, Chief Executive Officer, Executive Director

Marc Grynberg was appointed Chief Executive Officer of Umicore in November 2008. He was head of the Group's Automotive Catalysts business unit from 2006 to 2008 and served as Umicore's CFO from 2000 until 2006. He joined Umicore in 1996 as Group Controller. Marc holds a Commercial Engineering degree from the University of Brussels (Ecole de Commerce Solvay) and, prior to joining Umicore, worked for DuPont de Nemours in Brussels and Geneva. Director since: 19 November 2008 Expiry of mandate: Ordinary General Meeting of 2012 Chief Executive Officer since: 19 November 2008

Independent Non-Executive Directors

Isabelle Bouillot, 62

Isabelle Bouillot holds a diploma of the French “National School of Administration”. She has occupied different positions in French public administrations, among them economic advisor for the President of the Republic between 1989 and 1991 and Budget Director at the Ministry of Economy and Finance between 1991 and 1995. She joined the Caisse des Dépôts et Consignations as Deputy Chief Executive Officer in 1995 and was in charge of financial and banking activities. Between 2000 and 2003, she was Chief Executive Officer of the Investment Bank of the Group CDC IXIS. She is presently President of China Equity Links and a member of the boards of Saint-Gobain and Dexia. Director since: April 14, 2004 Expiration of mandate : Ordinary General Meeting of 2013 Member of the Audit Committee since: 13 April 2005 Member of the Nomination and Remuneration Committee since: 13 April 2005

Uwe-Ernst Bufe, 67

Uwe-Ernst Bufe was CEO of Degussa until May 2000. He is a member of the Board of Akzo Nobel N.V. (Netherlands). Director since : May 26, 2004 Expiration of mandate : Ordinary General Meeting of 2014

Ines Kolmsee, 41

Mrs. Kolmsee, of German nationality, holds several degrees in engineering (TU Berlin, Germany and Ecole des Mines de Saint-Etienne, France) as well as an MBA degree (Business School INSEAD – France/Singapore). Since 2004 she has been CEO of SKW Stahl-Metallurgie Group, a specialty chemicals company with operations worldwide. She previously occupied different positions, including as CFO at Arques Industries AG. Director since : April 26, 2011 Expiration of mandate : Ordinary General Meeting of 2014 Member of the Audit Committee since: 26 April 2011

Shohei Naito, 67

Shohei Naito started his career at the Japanese Ministry of Foreign Affairs. At the Ministry he served as Director General for Consular Affairs & Migration and as Chief of Protocol. Mr Naito has filled several diplomatic functions overseas and he was appointed as ambassador in 1996. Since that date he has served as Japan’s ambassador to Cambodia, Denmark concurrently with Lithuania and Belgium. He left the diplomatic service at the end of 2006. He is now Senior Fellow at The Japan Institute of International Affairs. Director since: 25 April 2007 Expiry of mandate: Ordinary General Meeting of 2013

Guy Paquot, 70

Guy Paquot joined the Bank Nagelmackers group in 1969 and became Chairman and managing director of Financière Lecocq (a Nagelmackers subsidiary) in 1986. In 1994 Financière Lecocq became known as Compagnie Mobilière et Foncière du Bois Sauvage. In 2003 he left his position as managing director and on 30 June 2010 he resigned as Chairman of the Board of Compagnie du Bois Sauvage where he still held a mandate of Board member until 30 June 2011. He is Chairman of Neuhaus and a member of the Boards of Recticel, Noel Group and Serendip as well as the Quartier des Arts foundation. Director since: 13 April 2005 Expiration of mandate: Ordinary General Meeting of 2012 Member of the Nomination and Remuneration Committee: 13 April 2005

Non-Executive Director

Arnoud de Pret, 66

Arnoud de Pret was with Morgan Guaranty Trust Company in New York from 1972 until 1978. From 1978 until 1981 he was group treasurer of Cockerill-Sambre, and until 1990 he was group finance manager and member of the Executive Committee of UCB. He was Chief Financial Officer and member of the Executive Committee of Umicore from 1991 until May 2000. He is a member of the Board of Sibelco, UCB, L’Intégrale and of the French company Lesaffre & Cie. He is a member of the Supervisory Board of Euronext BV Amsterdam. Director since : 10 May 2000 Expiration of mandate :Ordinary General Meeting of 2014 Member of the Audit Committee since: 1 January 2001 Chairman of the Audit Committee since: 26 April 2011

Jonathan Oppenheimer, 42

Jonathan Oppenheimer joined the De Beers Group in 1994 and became a Director of De Beers S.A. in 2006. He is also a member of its Executive Committee. He is also the chairman of De Beers Canada Inc. and of Element Six Abrasives Group of companies. In view of his chairmanship of Element Six (in which Umicore has a stake), he is considered to be a non-independent Director. Director since : 5 September 2001 Expiration of mandate :Ordinary General Meeting of 2014

Klaus Wendel, 67

Klaus Wendel, after a career in financial management with General Electric (USA), Siemens, Cockerill Sambre and CBR, joined Société Générale de Belgique in 1988 as member of the Executive Committee, responsible for group control. Since 2000 he has been an independent consultant. Director since : 28 December 1989 Expiration of mandate :Ordinary General Meeting of 2012

Honorary Chairman

Karel Vinck

Remuneration

Non-executive directors’ remuneration

The remuneration of a non-executive Board member is as follows :
Chairman: annual fixed fee : € 40,000 + € 5,000 per meeting attended.
Director: annual fixed fee : € 20,000 +: € 2,500 per meeting attended.
The remuneration of a Committee member is the following :

Audit Committee

Chairman: € 6,000 per meeting attended
Member: € 4,000 per meeting attended

Nomination and Remuneration Committee

Chairman: € 4,000 per meeting attended
Member: € 3,000 per meeting attended

Policy

The procedure to develop a remuneration policy for the nonexecutive members of the Board consists in the first instance of a benchmarking survey requested by the Nomination & Remuneration Committee and conducted either internally or by an external consultant. This benchmark is made against the remuneration of board members of quoted companies on the BEL20 Index as well as other European companies of a similar size. The results of this survey are then reviewed and discussed within the Nomination & Remuneration Committee. Such a survey was conducted in early 2010 and was based on companies with a market capitalization between € 2 and 5 billion including BEL20 companies as well as European companies in the Chemicals, Metals and Materials sectors. Based on the results of that survey, the Nomination & Remuneration Committee concluded that Board and Committees’ fees were in line with market pratices and it was decided that fees would be unchanged in 2010.

Changes to Board of Directors remuneration since the end of 2010

A survey in early 2011 was conducted against a benchmark group of companies having a market capitalization of between € 4 and 6 billion. This survey showed that Umicore Board fees are low in comparison to the benchmark. The Board will therefore recommend the shareholders to add an annual grant of restricted stock to the current fee structure starting in 2011. This grant would amount to 300 shares per Board member except the CEO. Subject to shareholder approval, such stock ownership would underscore the commiment of Directors and demonstrate alignment with the shareholders’ interests. There will be a three year lock-up on the shares granted.

Based on a proposal of the Nomination and Remuneration Committee, the Board of Directors on 9 February 2011 approved the following changes to Board and Committee fees :

The Chairman of the Audit Committee will receive a fixed fee of € 10,000 per year compared to no fixed fee at present. His fee per attended meeting will be reduced to € 5,000 from € 6,000. The other members of the Audit Committee will receive a fixed fee of €5,000 compared to no fixed fee at present. Their fee per attended meeting will amount to € 3,000 compared to € 4,000 at present.

The Nomination & Remuneration Committee Chairman will receive a fee of € 5,000 per meeting compared to € 4,000 at present.

2010 Board remuneration

* Benefits in kind : company car € 3,501.34

In 2008, the Board of Directors agreed on a four-year consultancy agreement with Booischot n.v., a company controlled by Thomas Leysen. The four-year agreement started on 1 January 2009 and involves an annual fee of € 300,000. At the request of Thomas Leysen, and in agreement with the Board, this agreement has been terminated with effect as of 31 August 2011.

On 31 December 2009, the aggregrate number of shares held by the Board members amounted to 1,151,145.

Umicore is a materials technology group.

Umicore focuses on application areas where it knows its expertise in materials science, chemistry and metallurgy can make a real difference.