During the year under review, the Supervisory Board performed its duties in accordance with applicable legislation and the Articles of Association of ASM International N.V. and supervised and advised the Management Board on an ongoing basis.
We present the ASMI 2018 Annual Report in accordance with IFRS, as prepared by the Management Board and reviewed by the Supervisory Board. Our independent auditors, KPMG Accountants N.V., have audited these financial statements and issued an unqualified opinion. Their report appears on pages 155 to 161.
All of the members of the Supervisory Board have signed the financial statements in respect of the financial year 2018.
Supervision of the Management Board, its policy decisions and actions are entrusted to the Supervisory Board. In accordance with Dutch law, the Supervisory Board is a separate body, independent of the Management Board. The Supervisory Board supervises and advises the Management Board in executing its responsibilities. The profile of the Supervisory Board describes the range of expertise that should be represented within the Board. The procedures of the Supervisory Board and the division of its duties are laid down in the Supervisory Board rules. Both documents are available on our website www.asm.com.
During 2018, the Supervisory Board met with the Management Board on seven occasions, and in one conference call. Jan Lobbezoo, Stefanie Kahle-Galonske, Heinrich Kreutzer, and Ulrich Schumacher attended all Supervisory Board meetings with the Management Board, while Martin van Pernis and Marc de Jong attended all meetings except one.
|Supervisory Board||Audit Committee||Nomination, Selection and Remuneration Committee (NSR)|
|Jan C. Lobbezoo||8/8||4/4||3/3|
|Marc J.C. de Jong||3/4||0/2||-|
|Heinrich W. Kreutzer||4/4||2/2||-|
|Martin C.J. van Pernis||7/8||-||3/3|
|Ulrich H.R. Schumacher||8/8||-||3/3|
In these meetings, the Boards discussed the strategy and the progress of implementation thereof, operations, business risks, product and market developments, the Company’s organization, management and financial structure, and performance, including further profitability improvements. Other topics addressed by the Supervisory Board were the annual budget, the review of quarterly financial results and the preparation of the quarterly earnings press releases. The Supervisory Board also approved the dividend proposal as prepared by the Management Board and proposed (and approved) at the AGM in 2018. Furthermore the Supervisory Board approved the extraordinary capital distribution of €4.00 per common share to the holders of common shares, which was also approved during the AGM.
One of the meetings was specifically earmarked to discuss with the Management Board the long-term strategy of the company, the planned implementation of it, and the risks attached to its realization. In the long-term strategy meeting the Board discussed the semiconductor and semiconductor equipment market and outlook, the development of ASMI’s market share, the development of the competitive environment, technology and market trends, the progress with ASMI’s strategic priorities and ASMI’s long-term revenue and profit or loss forecasts. Also, strategic initiatives to be considered to improve the Company’s long-term value creation strategy were discussed. Certain topics discussed during the long-term strategy discussion will be followed up in subsequent meetings of the Board during 2019.
In addition, the Supervisory Board reviewed and discussed the functioning of the Supervisory Board, its committees, and its individual members through an internal assessment as conducted by the members of the Supervisory Board. The composition, competencies and functioning of the Supervisory Board, as also described in the Supervisory Board profile, and its committees were part of the assessment, as well as the composition of the Management Board, their performance, and the performance of its individual members, and the relationship between the Supervisory Board and the Management Board. The conclusion of the assessment was that both the Supervisory Board as the Management Board function properly and effectively, in addition some suggestions came up for future Supervisory Board meetings.
Included in the responsibilities of the Supervisory Board is to oversee the Company’s compliance with corporate governance standards and best practices. The Supervisory Board is of the opinion that the Company complies with the Dutch Corporate Governance Code.
On March 29, 2018, ASMI completed the €250 million share buyback program 2017-2018. This program was funded with the proceeds of approximately €248 million of the partial secondary placement of shares of ASMPT that was executed on April 24, 2017.
On June 5, 2018, ASMI announced the start of a share buyback program of ASMI’s common shares up to €250 million. This program followed on ASMI’s announcement on February 28, 2018, that it intended to use €250 million of the proceeds of the partial sale of a stake of approximately 9% in ASMPT that was executed on November 2, 2017, for a new share buyback program. On October 11, 2018 the program was completed.
In the same month, on June 7, 2018, a dividend of €0.80 per common share was paid, as approved by the 2018 AGM on May 28, 2018.
On August 1, 2018, the cancellation of 6 million treasury shares became effective following earlier approval by the 2018 AGM.
Then on August 10, 2018, ASMI distributed €4.00 per common share to its shareholders through a tax efficient repayment of capital, using part of the proceeds of the partial sale of a stake of approximately 9% in ASMPT in 2017. The proposal for this capital repayment was initially announced on February 28, 2018, and approved by the 2018 AGM.
The Supervisory Board is composed of five members. During the AGM on May 28, 2018 Mr. Kreutzer stepped down at the end of his final term and Mr. de Jong was newly appointed. All five members are independent, in line with the Corporate Governance Code.
The Management Board remains composed of two members. During 2018, no changes took place in its composition. In the AGM 2018 both members were reappointed for a period of four years.
The Supervisory Board recognizes the value of diversity amongst the members of the Supervisory Board and the members of the Management Board as stated in the ASMI diversity policy. Diversity is considered in any event to consist of gender, specific knowledge, work background, nationality, age and ethnic diversity, (technical) experience, and skills.
We strive to have a composition with at least 30% of the seats in the Management Board and Supervisory Board held by either gender. At the same time we aim for the best candidate taking into account the realization on the diversity criteria and match with the Supervisory Board profile. Currently we have a 20% female representation in the Supervisory Board.
In case of open positions in the Supervisory Board or Management Board, the Supervisory Board prepares a profile based on the required educational and professional background and in the search will actively seek for candidates that support the realization of diversity on the earlier mentioned criteria.
The Supervisory Board is of the opinion that its current members are all independent as defined by the Dutch Corporate Governance Code. Neither the Chairman nor any other member of the Supervisory Board is a former member of ASMI’s Management Board, or has another relationship with ASMI which can be judged 'not independent' of ASMI.
The role of the Audit Committee is described in its charter, which is available on the Company’s website (www.asm.com). The composition of the Audit Committee changed in May 2018 with the retirement from the Supervisory Board of Mr. Kreutzer and the appointment of Mr. de Jong who replaced Mr. Kreutzer in the Audit Committee. Mrs. Kahle-Galonkse (Chairwoman) then assumed the chairmanship of the Audit Committee. During the year, the Audit Committee met with the Management Board and KPMG Accountants, the Company’s independent auditors, on four occasions. Audit Committee discussions included: the Company’s financial reporting including the application of accounting principles; the Company’s financial position and financing programs, and tax structure; the Company’s internal risk management systems; effectiveness of internal controls; the audit performed and its findings, the Annual Report and financial statements; and the budget and the quarterly progress reports prepared by the Management Board. The internal auditor participated in all four Audit Committee meetings, presenting her own actions and findings.
On several occasions, the Audit Committee met with KPMG Accountants, without the members of the Management Board present, to discuss several audit related topics. Furthermore, the Audit Committee discussed the auditor’s performance with the Management Board without KPMG Accountants present.
The role of the Nomination, Selection and Remuneration Committee (NSR) is described in its charter, which is available on the Company’s website, www.asm.com. In general, the NSR Committee advises the Supervisory Board on matters relating to the selection and nomination of new Management Board members, as well as the remuneration of the members of the Management Board. This Committee consists of Messrs. van Pernis (Chairman), Lobbezoo and Schumacher.
In 2018, the NSR Committee held three meetings. The topics discussed included the remuneration of the individual members of the Management Board. During the meetings of the Committee, the Chief Executive Officer was present, except when his own remuneration was discussed.
The remuneration of the members of the Management Board is disclosed in Note 25 to the consolidated financial statements of the Annual Report. The remuneration of the members of the Management Board during 2018 is fully in accordance with the remuneration policy.
We extend gratitude and appreciation to ASMI employees worldwide for their many contributions and enduring commitment to the Company. It is their commitment and determination that enabled us to make substantial progress in 2018. We recognize that the cumulative efforts of our workforce are truly creating real value for all of our stakeholders.
J.C. Lobbezoo, Chairman
M.J.C. de Jong
M.C.J. van Pernis
Almere, the Netherlands
March 5, 2019
Over the past 50 years we have grown to become a leading global supplier
of semiconductor wafer processing equipment. A company that develops
innovative process solutions for our customers, and manages itself in the best
interests of our investors, our employees, society, and other stakeholders.
Yet now is the time to enter a new era of innovation, to embark on the next
phase of growth. We understand that this requires commitment and strength
across many areas. From innovation in R&D, to advancing new technologies
and addressing new applications. From developing our people, to creating
even stronger relationships with key customers.
This is how we will take the next leap forward.
ROADMAP TO THE FUTURE
Our roadmap to the future will enable us to not only
achieve our next phase of growth, it will ensure we
can continue to help our customers achieve their
technology roadmaps for next-generation devices.
Our technology helps drive innovation, increasing the number of scientific breakthroughs, many of which are achieved from our advanced process equipment that deposits new materials with precision and productivity, positively benefiting society in sectors from healthcare and education, to transport and energy.
For semiconductor manufacturers, scaling chips
to smaller dimensions is an ongoing challenge.
Our innovations and equipment are vital in helping make many of these transitions happen.
Striving for efﬁciency ensures that our
customers get the products, services,
and results they expect. Intensifying
our focus on efﬁciency will make us a
stronger company, ready to take the
next leap forward.
We are a multinational company that
embraces diversity in every sense
of the word. With 29 different
nationalities working across the
company, we combine our talents
to drive innovation.
Achieving our ambitions takes intelligence, knowledge, skill,
determination, and dedication. And it is this combination of
qualities that we nurture in our people.
Our goal is to impact tomorrow’s generation
as positively as we’ve impacted today’s.
Making this happen takes the xtraordinary
talent of our people, who work together
to drive innovation and deliver excellence.
Collaboration is fundamental to our
continued success; from working
with our customers to optimize our
equipment and processes to enable
their technology roadmaps, to
creating partnerships on cutting-edge
research and development.
Operational excellence is one of the essential
pillars of our strategy, which enables us to provide
our customers with the high-quality, leading-edge
products and services they demand.
R&D is central to our development,
leading to new device architectures,
new materials, and new processes
that strengthen our competitive
positioning and enable our customers
to deliver the next-generation chips.
By extending our technological scope with a
more diverse product portfolio, we can help our
customers continue to advance their business
while growing our own in new market segments.
We create long-term value for our
stakeholders in a variety of ways.
From working with our customers
to develop innovative solutions, to
ensuring value creation growth
and positive investor returns.
We are committed to positively
contributing to society and
reducing our impact on the
environment. Only then can
we truly say we are helping
create more with less.
We believe sustainability takes many forms.
From developing sustainable technology
roadmaps for our customers, to creating
a sustainable living environment for all.
Safety is a front-line requirement,
which is why our ZERO HARM!
policy outlines our vision on product
safety, and our CR policy lays out
our commitment and expectations
towards health and safety.