The Management Board, supervised and advised by the Supervisory Board, manages ASMI’s strategic, commercial, financial, and organizational matters, and appoints senior managers. The Supervisory Board supervises and advises the Management Board in the execution of its tasks and responsibilities and establishes their individual remuneration within the boundaries of the remuneration policies approved by the Annual General Meeting of Shareholders and the recommendations by the Nomination, Selection and Remuneration Committee.
Mr. del Prado was appointed as a member of the Management Board in May 2006 and President and Chief Executive Officer on March 1, 2008. Mr. del Prado was reappointed on May 21, 2014 for a period of four years. Between 1989 and 1996, Mr. del Prado held several marketing and sales positions at IBM Nederland NV. From 1996 to 2001, he worked in various management positions at ASML, in manufacturing and sales in Taiwan and the Netherlands. He was appointed as Director Marketing, Sales & Service of ASM Europe in March 2001. From 2003 to 2007, he was President and General Manager of ASM America. From January 1, 2008 to February 29, 2008, he acted as Executive Vice President Front-end Operations at ASM America. He holds a Master's of Science degree in Industrial Engineering and Technology Management from the University of Twente, the Netherlands. Mr. del Prado is a Dutch national.
Mr. van Bommel was appointed as a member of the Management Board on July 1, 2010 and became Chief Financial Officer on September 1, 2010. Mr. van Bommel was reappointed on May 21, 2014 for a period of four years. Mr. van Bommel has more than twenty years of experience in the electronics and semiconductor industry. He spent most of his career at Philips, which he joined in 1979. From the mid-1990s until 2005, he acted as CFO of several business units of the Philips Group. Between 2006 and 2008, he was CFO at NXP, formerly Philips Semiconductors. He was CFO of Odersun AG, a manufacturer of thin-film solar cells and modules until August 31, 2010. He holds a Master's degree in Economics from the Erasmus University Rotterdam, the Netherlands. Mr. van Bommel is a Dutch national.
On April 13, 2016, Mr. van Bommel was reappointed for a period of four years as a member of the Supervisory Board of Royal KPN NV. He also became the Chairman of the Audit Committee as per that day. On April 16, 2015, Mr. van Bommel was appointed as a member of the Supervisory Board of Neways Electronics International NV. Since May 2017, Mr. van Bommel is Executive Director of Stichting Bernhoven.
In addition to the duties of the Management Board stipulated by law and our Articles of Association, the Management Board has the following responsibilities:
The Management Board is guided by the interests of the Company, taking the interests of all stakeholders into consideration.
The members of the Management Board are collectively responsible for managing the Company. They are collectively and individually accountable to the Supervisory Board and the Annual General Meeting of Shareholders for executing the Management Board’s responsibilities. The Management Board has the general authority to enter into binding agreements with third parties.
The Management Board held various meetings throughout the year 2017. At least once a month, the Management Board meets to discuss and review the performance of the company.
The Management Board ensures that the Company has an adequately functioning internal risk management and control framework. A comprehensive risk management and control framework, based on the "three lines of defense model", has been established that allows the Audit Committee and the Management Board a clear overview of the effectiveness of internal controls and risk management. This is explained in more detail in the risk management chapter.
The Management Board periodically discusses the internal risk management and control systems with the Supervisory Board and the Audit Committee. The Management Board provides the Supervisory Board with all information required for the fulfillment of their obligations and the exercise of their powers.
The Management Board provides the Annual General Meeting of Shareholders with all information required for the fulfillment of its obligations and the exercise of its powers in a timely fashion. The Management Board is responsible for the quality and completeness of financial and other reports that are publicly disclosed by or on behalf of the Company, including all reports and documents the Company is required to file.
Each Management Board member shall immediately report any potential conflict of interest to the Chairman of the Supervisory Board and to the other Management Board members. In such cases, a Management Board member shall provide the Chairman of the Supervisory Board and the other Management Board members with all information relevant to the conflict and follow the procedures as set out in the Management Board rules.
The Annual General Meeting of Shareholders (AGM) appoints a Management Board member based on a binding nomination drawn up by the Supervisory Board. The AGM may set aside a binding nomination by a resolution taken with an absolute majority of the votes cast, representing at least one third of the share capital. If such a binding nomination is set aside, a new binding nomination will be drawn up by the Supervisory Board and submitted to a newly called General Meeting of Shareholders. If this binding nomination is set aside, the General Meeting of Shareholders is free to appoint a Management Board member, but only with an absolute majority of the votes cast representing at least one third of our issued capital.
A Management Board member may be suspended at any time by the Supervisory Board. A Management Board member may, in accordance with a proposal by the Supervisory Board, be dismissed by the AGM through a majority vote. A resolution to suspend or to dismiss a member of the Management Board, other than in accordance with a proposal of the Supervisory Board, shall require the affirmative vote of a majority of the votes cast at a meeting. The affirmative votes must represent at least one third of the issued capital.
For information regarding the remuneration of the Management Board, please see the remuneration policy which is posted on our website, the remuneration report, which is included in this report, and Note 24 to the Consolidated financial statements.