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G4  Board of Directors

4.1 Composition

The Board of Directors, whose members are appointed by the shareholders’ meeting resolving by a simple majority of votes without any attendance requirement, is composed of at least six members. The directors’ term of office may not exceed four years. In practice, directors are elected for a (renewable) period of three years.

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 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 2014, the Board of Directors was composed of nine members: eight non-executive directors and one executive director. On the same date three directors were independent in accordance with the criteria laid down in Article 526ter of the Belgian Companies Code and provision 2.3 of the 2009 Belgian Code on Corporate Governance.

Three (i.e. one third) of the ten Board members in function on 31 December 2014 are women.  Umicore has therefore reached the minimum representation threshold of one-third, as imposed by the Belgian Companies Code and the recommendations of the Belgian Corporate Governance Committee, within the imposed time frame, i.e. before 1 January 2017. Both the Nomination and Remuneration Committee and the Board will in this respect continue to take into consideration the gender diversity requirement when examining Board mandate vacancies in the coming years.

The composition of the Board of Directors underwent the following changes in 2014:

  • Barbara Kux, who had been appointed as independent director by the annual shareholders’ meeting held on 30 April 2013, effectively started her Board mandate on 1 January 2014;
  • The mandates of Klaus Wendel and Shohei Naito expired at the annual shareholders’ meeting of 29 April 2014 due to the age limit imposed by the Corporate Governance Charter.

4.2 Meetings and topics

The Board of Directors held seven regular meetings in 2014. This is an increase by one compared to the previous year, but can be explained by the postponement of a Board meeting initially scheduled for December 2013 to early January 2014. On one occasion the Board also took decisions by unanimous written approval.

During 2014 the matters reviewed by the Board included:

  • financial performance of the Group;
  • approval of the annual and half-year financial statements;
  • adoption of the statutory and consolidated annual accounts including the result allocation and annual dividend proposal, as well as the statutory and consolidated annual reports;
  • approval of the agenda of an ordinary, a special and an extraordinary shareholders’ meeting and calling of these meetings;
  • Vision 2015 status report;
  • investment projects;
  • EHS review, including sustainable development and implementation of REACH;
  • strategic opportunities and operational challenges;
  • business reviews;
  • mergers & acquisitions projects;
  • Human Resources review;
  • annual performance review of the Chief Executive Officer and the other members of the Executive Committee in respect of 2013;
  • succession planning at the level of the Board and the Executive Committee;
  • distribution of an interim dividend.

The Board also visited the Umicore Specialty Materials plant in Bruges (Belgium).

4.3 Performance review of the Board and its Committees

Every two years the Chairman conducts a performance review of the Board and its Committees.

The last performance review took place in 2013, on the basis of an individual evaluation form. The directors were asked to assess the following items: composition of the Board, selection and appointment of directors, functioning of the Board (agenda, meetings, chairmanship and secretariat), quality of information, culture within the Board, performance of duties by the Board, relations with the Executive Committee, and finally the Audit Committee and the Nomination and Remuneration Committee.

The outcome of the evaluation was discussed at Board meetings held in September 2013 and February 2014.

4.4 Audit Committee

The Audit Committee’s composition and the qualifications of its members are fully in line with the requirements of Article 526bis of the Belgian Companies Code and the 2009 Belgian Code on Corporate Governance.

The Audit Committee consists of three non-executive directors, two of them being independent.  All the members of the Audit Committee, have extensive experience in accounting and audit as demonstrated by their curriculum.

The Committee met four times in 2014. Apart from the review of the 2013 full year accounts and those of the first half of 2014, the Committee also reviewed the following matters: treasury items, the accounting treatment of core inventories, the status and planning on the minimum internal control requirements (“MICR”), an overview of the employee benefits liabilities in the Umicore Group, internal audit activity reports and the audit charter. Furthermore, the Audit Committee conducted a self-assessment, the outcome of which recognized that the Audit Committee is satisfactorily functioning and also formulated some recommendations for the future.

4.5 Nomination and Remuneration Committee

The Nomination and Remuneration Committee consists of three members who are all non-executive directors, two of them being independent. It is chaired by the Chairman of the Board. Barbara Kux was appointed member of the Committee with effective date 1 January 2014; following the expiration of his Board mandate Shohei Naito, left the Nomination and Remuneration Committee with effective date 29 April 2014.

Two Nomination and Remuneration Committee meetings were held in 2014. During the same period the Committee discussed the remuneration policy for the Board members, the Board Committees members and Executive Committee members and the rules of the stock grant and option plans offered in 2014. The Committee also discussed the succession planning at the level of the Board and the Executive Committee.