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Board of Directors
Composition
Remuneration
Composition
The Board of Directors, whose members are appointed by the Shareholders’ Meeting, must consist of at least six members. Their term of office may normally not exceed four years, but they may be re-elected.
The Board of Directors consists of nine members: eight non-executive directors and one executive director.
Seven of the nine directors are independent within the definition of independence set out in Annex 2 of Umicore’s Corporate Governance Charter.
Chairman
Karel Vinck, 67, Chairman + Non-executive director
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Before joining Umicore, Karel Vinck was Chief Executive Officer of Eternit and Bekaert. He is also a member of the Board of Suez-Tractebel, Tessenderlo Group, of the Catholic University of Leuven and of Théâtre Royal de la Monnaie. He is Co-ordinator of the European Rail Traffic Management System with the European Commission. He is chairman of Cumerio, honorary chairman of VEV, the Flemish employers association and Chairman of the Flemish Science Policy Council. Director since : 17 October 1994 |
Executive Director
Thomas Leysen, 45, Chief Executive Officer
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He became Chief Executive Officer of Umicore in 2000, after having held various positions within Umicore and its affiliates. He is also Chairman of VUM Media, a newspaper publishing company, Chairman of Agoria and of Eurométaux. He is a member of the Board of Atlas Copco, of micro-electronics research group IMEC and a member of the supervisory Board of Bank Metzler, Germany. He is a member of the Executive Committee of the Belgian Employers Federation (FEB/VBO).
Director since : 10 May 2000 |
Independent Non-executive Directors
Isabelle Bouillot, 56
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Isabelle Bouillot holds a diploma of the French “National School of Administration”. She has occupied different positions in French public administrations, among them economic advisor for the President of the Republic between 1989 and 1991 and Budget Director at the Ministry of Economy and Finance between 1991 and 1995. She joined the Caisse des Dépôts et Consignations as Deputy Chief Executive Officer in 1995 and was in charge of financial and banking activities. Between 2000 and 2003, she was Chief Executive Officer of the Investment Bank of the Group CDC IXIS. She is presently a consultant and is a member of the board of Accor and Saint-Gobain.
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Uwe-Ernst Bufe, 61
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Uwe-Ernst Bufe was CEO of Degussa until May 2000. He is now Vice Chairman of UBS Investment Banking and Deputy Chairman of UBS Deutschland. He is also a member of the Board of Akzo Nobel N.V., Solvay S.A. and Altana AG. Director since : May 26, 2004 |
Jean-Luc Dehaene, 65
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Jean-Luc Dehaene has occupied several ministerial posts and was Prime Minister of Belgium from 1992 to 1999. He is a member of the Board of InBev, Telindus, Domo and Corona-Lotus. He is Chairman of the Board of the College of Europe (Bruges), member of the European Parliament and mayor of Vilvoorde.
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Arnoud de Pret, 61
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Arnoud de Pret was with Morgan Guaranty Trust Company in New York from 1972 until 1978. From 1978 until 1981 he was group treasurer of Cockerill-Sambre, and until 1990 he was group finance manager and member of the Executive Committee of UCB. He was Chief Financial Officer and member of the Executive Committee of Umicore from 1991 until May 2000. He is a member of the Board of InBev, Delhaize Group, Sibelco and UCB. Director since : 10 May 2000 |
Guy Paquot, 64
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Guy Paquot joined the Bank Nagelmackers group in 1969 and became Chairman and managing director of Financière Lecocq (a Nagelmackers subsidiary) in 1986. In 1994 Financière Lecocq became known as Compagnie Mobilière et Foncière du Bois Sauvage. In 2003 he left his position as managing director but remains Chariman of Bois Sauvage. He is Chairman of Neuhaus and a member of the Boards of Recticel, Floridienne, Noel Group, Nomacorc, Ter Beke, Serendip and Fauchon as well as the Quartier des Arts foundation. Director since: 13 April 2005 |
Klaus Wendel, 62
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Until 2000 he was a member of the Executive Committee of Société Générale de Belgique responsible for group control. He is now an independent consultant in finance and controlling. After a career in financial management with General Electric (USA), Siemens, Cockerill-Sambre and CBR, he joined Société Générale de Belgique in 1988. He is a member of the Board of Recticel. Director since : 26 July 1989 Chairman of the Audit Committee since 13 April 2005 |
Non-Executive Director
Jonathan Oppenheimer, 35
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Jonathan Oppenheimer is the Managing Director of De Beers Consolidated Mines Limited. He is also the chairman of the Element Six group of companies. In view of his chairmanship of Element Six (in which Umicore has a stake), he is considered to be a non-independent Director. Director since : 5 September 2001
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Remuneration
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Chairman’s annual retainer: fixed portion: EUR 36,000 – variable portion (based on attended meetings): EUR 24,000.
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Director’s annual retainer: fixed portion: EUR 18,000 – variable portion (based on attended meetings): EUR 12,000.
The total amount of remuneration granted to Directors in 2005 in respect of their activities in the company amounted to EUR 369,495.
No variable or other compensation element (apart from attendance-related fees) is associated with directorship. No loan or guarantees have been granted by the company to members of the Board.
As of 31 December 2005, the members of the Board of Directors held a total of 216,458 shares. As of the same date they also held 86,000 stock options. These options are held by directors who are currently, or were previously, members of the executive management.
Number of Board meetings in 2005: 7
| Name | Board meetings attended | Committee meetings attended | Total remuneration € | Shares held at 31/12/2005 |
|---|---|---|---|---|
| Karel Vinck | 7 of 7 | 2 of 2 | 68.000 | 36,000 |
| Thomas Leysen | 7 of 7 | see Excom | 180,000 | |
| Isabelle Bouillot | 6 of 7 | 5 of 6 | 47.286 | |
| Uwe-Ernst Bufe | 7 of 7 | 30.000 | ||
| Etienne Davignon(*) | 1 of 3 | 1 of 1 | 9.579 | |
| Jean-Luc Dehaene | 6 of 7 | 28.286 | 33 | |
| Philippe Delaunois(*) | 3 of 3 | 1 of 1 | 12.579 | |
| Etienne Denis(*) | 2 of 3 | |||
| Arnoud de Pret | 6 of 7 | 6 of 6 | 52.286 | 1,000 |
| Jonathan Oppenheimer | 5 of 7 | 26.572 | ||
| Guy Pacquot(**) | 4 of 4 | 1 of 1 | 22.828 | |
| Robert F.W. van Oordt (*) | 2 of 3 | 0 of 1 | 8.079 | |
| Klaus Wendel |
7 of 7 |
6 of 6 | 64.000 | 1,425 |
(**) appointed in April 2005
Committees
Audit Committee
The Audit Committee consists of three members who are all independent non-executive directors.
Number of meetings in 2005: 6.
Compensation:
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chairman: EUR 6,000 per attended meeting
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member: EUR 4,000 per attended meeting.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee consists of three members who are all non-executive directors. It is chaired by the Chairman of the Board.
Number of meetings in 2005: 2
Compensation:
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chairman: EUR 4,000 per attended meeting
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member: EUR 3,000 per attended meeting
Special Reports
No special reports currently exist