The Supervisory Board oversees strategic and commercial policymaking by the Management Board and the way in which it manages and directs ASMI’s operations and affiliated/associated companies. Members of the Supervisory Board are appointed by the Annual General Meeting of Shareholders upon binding nomination by the Supervisory Board.
|Name||Position||Nationality||Year of Birth||Initial Appointment||Term Expires|
|Jan C. Lobbezoo 1 2||Chairman of the Supervisory Board||Dutch||1946||2009||2021|
|Heinrich W. Kreutzer 1||Member of the Supervisory Board||German||1949||2006||2018|
|Martin C.J. van Pernis 2||Member of the Supervisory Board||Dutch||1945||2010||2018|
|Ulrich H.R. Schumacher 2||Member of the Supervisory Board||German||1958||2008||2020|
|Stefanie Kahle-Galonske 1||Member of the Supervisory Board||German||1969||2017||2021|
Mr. Lobbezoo was initially elected as a member of the Supervisory Board in May 2009. He became Chairman of the Supervisory Board in July 2013 and was reappointed as member and Chairman on May 22, 2017 for a period of four years. Mr. Lobbezoo was Executive Vice President and Chief Financial Officer of the semiconductor division of Royal Philips Electronics from 1994 to 2005. He was a member of the Board of Taiwan Semiconductor Manufacturing Company (TSMC) for 12 years until 2007 and remains its adviser, specifically in the areas of US corporate governance, international reporting, and financial review. Currently, Mr. Lobbezoo is a non-executive member of the one-tier Board of Time Acquisition, the holding company of the TMC Group. He is Chairman of the Supervisory Board of 5BY2, a Dutch company active in the supply of automated parking systems. He is also Chairman of the Supervisory Board of Point One Innovation Investment Fund. He holds a Master’s degree in Business Economics from the Erasmus University Rotterdam, the Netherlands, and is a Dutch Registered Accountant (RA) and a member of the Dutch NBA. Mr. Lobbezoo is a Dutch national.
Mrs. Kahle-Galonske was elected as a member of the Supervisory Board on May 22, 2017 for a period of four years. Since April 2016 Mrs. Kahle-Galonske is CFO of Egon Zehnder International in Zurich, Switzerland. From March 2013 till March 2016, she was CFO of Markem Imaje (industrial automation) at Dover Corporation, based in Geneva, Switzerland. Between January 2007 and February 2012, she held various senior finance positions at NXP Semiconductors in France and the Netherlands. She started her career in 1997 at Philips Electronics in Hamburg, Germany and held various finance positions till December 2006 at Philips Electronics and Semiconductors in Germany and the US. Mrs. Kahle-Galonske graduated in Economics at Ruhr-University of Bochum, Germany and is a CPA since 2002. Mrs. Kahle-Galonske is a German national.
Mr. Kreutzer was initially elected as a member of the Supervisory Board in November 2006 and was reappointed on May 21, 2014 for a period of four years. Between 1999 and 2003, Mr. Kreutzer was a member of the Management Board as Chief Operating Officer and Chief Technology Officer of Alcatel Germany. From 2004 to 2006, he was Managing Director of Kabel Deutschland GmbH in Munich, Germany. Prior to that he worked at several companies including General Telephone & Electronics in Waltham, US, and Alcatel in Stuttgart, Germany. Mr. Kreutzer was on the Board of Directors of Micronas Semiconductor AG (Chairman) in Zurich, Switzerland, and Micronas Semiconductor GmbH (Chairman) in Freiburg, Germany until April 2016, and at the Board of BKtel Communications GmbH (Chairman), Germany until the end of 2017. Mr. Kreutzer holds a Master's degree in Engineering and a Master's degree in Economics, and studied at the Technical University of Berlin and the University of Hagen, Germany. Mr. Kreutzer is a German national.
Per the 2018 AGM Mr. Kreutzer will retire from the Supervisory Board after completing three terms of four years. A successor will be appointed.
Mr. van Pernis was initially elected as member of the Supervisory Board in May 2010 and was reappointed on May 21, 2014 for a period of four years. Mr. van Pernis joined Siemens in 1971 and retired from the Siemens Group at the end of 2009 as Chairman of the Management Board of Siemens Nederland NV. Mr. van Pernis is Chairman of the Supervisory Boards of Batenburg Techniek NV, Aalberts Industries NV, CM Payments, Optixolar BV, Sacon Architects, the Rotterdams Philharmonic Orchestra and Member of the Advisory Board of G4S Netherlands. Mr. van Pernis holds a Master's degree in Electrical Engineering from the Technical University Delft and Technical High School The Hague, the Netherlands, and a Master's degree in Law and Economics from the Erasmus University Rotterdam, the Netherlands. Mr. van Pernis is a Dutch national.
Per the 2018 AGM Mr. van Pernis will have completed 2 terms of 4 years. In order to attain adequate continuity and experience in the Supervisory Board it will be proposed to re-appoint Mr. van Pernis for an additional period of 2 years. This is in line with article 2.2 of the Dutch Corporate Governance Code.
Mr. Schumacher was initially elected as member of the Supervisory Board in May 2008 and was reappointed on May 25, 2016 for a period of four years. From 1986 to 1999, he held various engineering and management positions at Siemens AG. Between 1996 and 1999, he was CEO and President of Siemens Semiconductor Group, and became President and CEO of Infineon Technologies AG after the spin-off from Siemens Semiconductor Group in 1999. From 2004 to 2007, Mr. Schumacher was a partner at Francisco Partners, a private equity investment company based in the US. Between 2007 and 2016, he was the CEO and President of Grace Semiconductor Manufacturing Corporation. More recently he was Managing Director of CGS DS. From 2012 until the end of 2015, he was Chairman of the Supervisory Board of PACT XPP Technologies AG. From 2013 till February 2018, Mr. Schumacher was the Chairman of the Executive Board and CEO of Zumtobel Group AG. Mr. Schumacher holds a PhD in Electrical Engineering from the University of Aachen, Germany and has completed further education in Business Administration. Mr. Schumacher is a German national.
The Supervisory Board recognizes the value of diversity amongst the members of the Supervisory Board and the members of the Management Board. Diversity is considered in any event to consist of gender, specific knowledge, work background, nationality, age and ethnic diversity, (technical) experience, and skills.
With respect to gender, we strive to have a composition of both the Supervisory Board and Management Board, representing at least 30% of the seats held by either gender at the same time.
The supervision over the policies of our Management Board and the general course of our business, and the related management actions, is entrusted to the Supervisory Board. In our two-tier structure under applicable Dutch law, the Supervisory Board is a separate body independent from the Management Board.
The Supervisory Board supervises and advises the Management Board in executing its responsibilities, particularly regarding:
The Supervisory Board is responsible for monitoring and assessing its own performance.
A Supervisory Board member facing a conflict of interest shall, in accordance with Article 13 of our Supervisory Board rules, inform the Chairman of the Supervisory Board immediately. The Chairman shall, if possible in consultation with the other members of the Supervisory Board, determine the course of action to be taken.
In accordance with Dutch law and the Corporate Governance Code, the Supervisory Board has drawn up a profile for its own composition. This Supervisory Board Profile is available on our website. For the selection of future members of the Supervisory Board, we will actively seek for candidates that support the realization of diversity on the earlier mentioned criteria. Any appointment or reappointment to the Supervisory Board shall be based on the candidate’s match with the Supervisory Board Profile. For reappointment, the candidate’s performance during the previous period shall be taken into account. A Supervisory Board member who is available for reappointment must be interviewed by the Chairman of the Nomination, Selection and Remuneration Committee. The Chairman of the Nomination, Selection and Remuneration Committee must be interviewed by the Chairman of the Supervisory Board. All members of the Supervisory Board follow an introduction program after their first appointment, in which financial and legal aspects as well as financial reporting and specific features of ASMI are discussed.
The Supervisory Board shall consist of at least three members. The members should operate independently of each other and within a good relationship of mutual trust. They should be experienced in the management of an international, public listed company, and have sufficient time available to fulfill the function of a Supervisory Board member. The Supervisory Board members appoint a Chairman from among themselves.
The Supervisory Board is currently again composed of five members, after Mrs. Kahle-Galonske was elected as a member of the Supervisory Board in May 2017. Mr. Lobbezoo was reappointed as member in May 2017 in order to attain adequate continuity and experience in the Supervisory Board.
All members of the Supervisory Board meet the required profile. Supervisory Board members serve in principle a four-year term and may be re-elected in line with article 2.2 of the Corporate Governance Code.
For information regarding the remuneration of the Supervisory Board, please see the remuneration report, which is included in our Annual Report 2017, and Note 24 to the Consolidated financial statements.
In order to more efficiently fulfill its role and in compliance with the Code, the Supervisory Board has created two committees: the Audit Committee and the Nomination, Selection and Remuneration (NSR) Committee.
The Audit Committee assists the Supervisory Board in its responsibility to oversee ASMI’s financing, financial statements, financial reporting process, and system of internal business controls and risk management. The Audit Committee advises the Supervisory Board for the nomination of the external auditor of the Company.
The Audit Committee consists of:
Mr. Schumacher was a member of the Audit Committee until Mrs. Kahle-Galonske joined the Supervisory Board and the Audit Committee, upon which Mr. Schumacher switched to become a member of the NSR Committee.
The Audit Committee supervises the activities of the Management Board with respect to:
The Audit Committee meets periodically to:
The Chief Executive Officer, Chief Financial Officer, Director Internal Audit, Corporate Director Group Control, and representatives of the external auditor are invited to, and also attend, the Audit Committee meetings.
Mr. Lobbezoo, Chairman of the Supervisory Board, and Mrs. Kahle-Galonske, member of the Supervisory Board, are both members of the Audit Committee and are the Supervisory Board’s financial experts, taking into consideration their extensive financial background and experience.
The Nomination, Selection and Remuneration Committee (NSR) Committee advises the Supervisory Board on matters relating to the selection and nomination of the members of the Management Board and Supervisory Board. The NSR Committee further monitors and evaluates the Remuneration Policy for the Management Board.
The NSR Committee consists of:
The NSR Committee ensures that a competitive remuneration structure is provided by benchmarking with other multinational companies of comparable size and complexity operating in comparable geographical and industrial markets. The NSR Committee evaluates the achievement of performance criteria specified per Management Board member. After the evaluation, it recommends the level of remuneration to the Supervisory Board.
On an annual basis, the NSR Committee reports to the Supervisory Board on the application of the remuneration policy in the previous year and recommends the remuneration policy for the following years.
The Chief Executive Officer and the Corporate Vice President Global Human Resource are invited to, and also attend, the NSR Committee meetings.