SUPERVISORY BOARD

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.

COMPOSITION

Name	Position		Nationality		Year of Birth		Initial Appointment		Term Expires
Jan C. Lobbezoo 1 2	Chairman of the Supervisory Board		Dutch		1946		2009		2021
Marc J.C. de Jong 1	Member of the Supervisory Board		Dutch		1961		2018		2022
Stefanie Kahle-Galonske 1	Member of the Supervisory Board		German		1969		2017		2021
Martin C.J. van Pernis 2	Member of the Supervisory Board		Dutch		1945		2010		2020
Ulrich H.R. Schumacher 2	Member of the Supervisory Board		German		1958		2008		2020

1. Member of Audit Committee.
2. Member of Nomination, Selection and Remuneration Committee.

JAN C. LOBBEZOO

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 also on the Supervisory Board of a small start-up company called VPI, which is active in development of medical software for surgery. He is 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.

MARC J.C. DE JONG

Mr. de Jong was elected as a member of the Supervisory Board on May 28, 2018 for a period of four years. Mr. de Jong started his career with Philips Electron Optics in 1986. In 1994 he joined Philips Automotive Lighting and in 2000 he became an executive manager of Philips Lighting responsible for the business unit Special Lighting & UHP. From 2003 until 2005 he was the executive general manager of the business unit Lamps Europe. After which he became a member of the Executive Management Team of NXP Semiconductors N.V. until 2009, responsible for the business unit Automotive and Identification. From then on until 2013 he was the executive responsible for the Professional Lighting Solutions business group of Philips Lighting and was also a member of the Group Management Committee of Royal Philips. From 2013 onwards Mr. de Jong has been Executive General Manager of InnoMarket B.V. From 2015 till April 2018 he was CEO of LM Wind Power A/S. Mr. de Jong holds a Master's degree in Physics and Mathematics from the University of Amsterdam, the Netherlands, and a Master's degree in Business Administration (executive program) from the Erasmus University Rotterdam, the Netherlands and Rochester, USA. Mr. de Jong is currently member of the Supervisory Boards of Nissens A/S based in Denmark, First Sensor AG, based in Germany and Sioux B.V., based in the Netherlands. Mr. de Jong is a Dutch national.

STEFANIE KAHLE-GALONSKE

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 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.

MARTIN C.J. VAN PERNIS

Mr. van Pernis was initially elected as member of the Supervisory Board in May 2010 and was reappointed on May 28, 2018 for a period of two 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 Aalberts Industries NV, CM Payments, Sacon Architects and the Rotterdams Philharmonic Orchestra, and he is a member of the Supervisory Board of Optixolar BV and is a member of the Advisory Board of G4S Netherlands. Mr. Van Pernis was until May 2018 also Chairman of the Supervisory Board of Batenburg Techniek NV. Mr. van Pernis studied Electrical Engineering at the Technical University Delft and Technical High School The Hague, the Netherlands, and Law and Economics at the Erasmus University Rotterdam, the Netherlands. Mr. van Pernis is a Dutch national.

ULRICH H.R. SCHUMACHER

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 2011, 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 IMPORTANCE OF DIVERSITY

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.

RESPONSIBILITIES

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:

• achievement of the Company’s objectives;
• corporate strategy and the risks inherent in the business activities;
• structure and operation of the internal risk management and control systems;
• financial reporting process;
• compliance with legislation and regulations;
• relation of the Company to its shareholders; and
• relevant aspects of corporate social responsibility.

The Supervisory Board is responsible for monitoring and assessing its own performance.

CONFLICTS OF INTEREST

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.

APPOINTMENT

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 Supervisory Board and 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, publicly 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 composed of five members. In May 2018 Mr. Kreutzer stepped down at the end of his final term and Mr. de Jong has been newly appointed.

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.

REMUNERATION

For information regarding the remuneration of the Supervisory Board, please see the remuneration report, which is included in our Annual Report 2018, and Note 25 to the consolidated financial statements.

COMMITTEES

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 Committee (NSR).

Audit 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:

• Stefanie Kahle-Galonske (Chairwoman);
• Jan Lobbezoo; and
• Marc de Jong.

The Audit Committee supervises the activities of the Management Board with respect to:

• the structure and operation of the internal risk management and control systems, including supervision of the enforcement of the relevant legislation and regulations;
• the role and functioning of internal audit;
• policy on tax structure;
• the applications of information and communication technology;
• financing of the Company;
• compliance with recommendations and observations of internal and external auditors;
• release of financial information; and
• relations with the external auditor, including, in particular, its independence, remuneration, and any non-audit services performed for the Company.

The Audit Committee meets periodically to:

• consider the adequacy of the internal control procedures;
• review the operating results with management and the independent auditors;
• review the scope and results of the audit with the independent auditors;
• review the scope and results of internal audits with internal audit;
• review performance evaluations relating to the auditor’s independence;
• review performance and services of the external auditor; and
• review adequateness of the financing structure and tax structure of the Company.

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.

Nomination, Selection and Remuneration Committee

The Nomination, Selection and Remuneration Committee (NSR) 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:

• Martin van Pernis (Chairman);
• Jan Lobbezoo; and
• Ulrich Schumacher.

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.