Notice of ordinary, special and extraordinary shareholders’ meetings
Umicore invites its shareholders to participate in its ordinary, special and extraordinary shareholders’ meetings which will be held on Thursday 28 April 2022 at 17:00 CEST in the “Marquis Building” (rue du Marquis 1, 1000 Brussels). The meetings will also be live webcast and accessible here for passive listening on April 28; there will be no opportunity to vote or ask questions via webcast.
Umicore continues to closely monitor developments of the COVID-19 pandemic and related safety instructions issued by the authorities. It will inform its shareholders in a timely manner in the event of changes to the attendance or participation modalities as a result of amended safety measures imposed by the authorities.
Proposed change to the Supervisory Board
The Supervisory Board proposes the appointment of Alison Henwood as a new independent Supervisory Board member on 1 September 2022. Upon appointment, Ms. Henwood will also join the Audit Committee of Umicore’s Supervisory Board.
Ms. Henwood, who has dual British and American citizenship, holds a PhD from the department of Earth Sciences at the University of Cambridge and is a qualified accountant. She is a highly experienced finance professional with a nearly 30-year career with Shell in various financial leadership positions in Europe and the US. She currently serves as Executive Vice President Finance, Shell Trading and Supply. Ms. Henwood is due to retire from Shell in the near future and would join the Umicore Supervisory Board after that. Since 2017, she has chaired the Audit Committee of the UK Hydrographic Office, a Ministry of Defence agency that provides hydrographic and marine geospatial data to mariners and maritime organizations across the world. She also recently joined the Board of Spectris plc, a global supplier of precision instrumentation, test equipment and software and a constituent of the FTSE 250.
Thomas Leysen, Chairman of the Supervisory Board, commented: “On behalf of the Supervisory Board, I am very pleased to propose Alison Henwood for appointment. Her nomination will further strengthen Umicore’s Supervisory Board as well as the Audit Committee as she contributes valuable and highly relevant experience in the fields of finance, compliance, risk management and of the global energy sector. She also brings a deep understanding of ESG related matters.”
Proposed new remuneration policy
The company has undertaken a detailed review of its remuneration policy. The purpose of the changes, as reflected in the proposed new policy, is to ensure Umicore’s remuneration structure and policy are in line with current international remuneration trends and reward fairly and responsibly with a clear link to sustainable performance and the creation of long-term value.
The proposed policy also responds to feedback received from shareholders and institutional investors and provides for increased disclosure, in particular around Umicore’s performance goals in relation to variable pay.
The nomination and remuneration committee has taken market benchmarks into consideration with the aim to offer a well-balanced remuneration, ensuring that Umicore can attract, motivate and retain the right talent for its management board.
The proposed changes include:
- Revised short- and long-term variable remuneration plans adding next to revised financial goals also sustainability objectives in alignment with Umicore’s Let’s Go for Zero ESG strategy.
- Replacement of the current deferred cash compensation plan with a Performance Share Unit (PSU) Plan for the long-term variable remuneration.
- Reduced number of unconditional share awards, redistributed over increased variable remuneration and fixed annual fee.
- Increased timescale of shareholding build-up from 3 to 5 years.
- Possibility to grant a sign-on fee for external recruitment to cover the loss of unvested variable remuneration and equity awards faced by the individual when changing companies.
The proposed policy will be submitted to Umicore’s annual shareholders’ meeting, and if approved, will apply as of 1 January 2022. It will further strengthen alignment to Umicore’s strategic objectives and drive strong sustainable performance.