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Executive Committee
Composition
Remuneration
The Executive Committee has the form of a "Comité de Direction/Directiecomité" within the meaning of Article 524bis of the Belgian Companies Code. Hereunder "Executive Committee" is used within this definition.
Composition
The Executive Committee is composed of at least four members. It is presided over by a chairman, appointed by the Board of Directors. The members of the Executive Committee are appointed upon recommendation of the Nomination and Remuneration Committee. The Executive Committee as a whole or any individual member can be dismissed at any time by the Board of Directors.
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Thomas Leysen, 45 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). |
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Alain Godefroid, 57 Alain Godefroid holds a Law doctorate from the University of Brussels (ULB) and a MCJ from the University of Texas at Austin. After working as a lawyer in the United States and in Europe, he joined Umicore in 1978 as Legal Counsel. He was appointed to his present function in 1992. He also fulfills the role of Compliance Officer at Umicore. |
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Marc Grynberg, 40 Marc Grynberg holds a Commercial Engineering degree from the University of Brussels (Ecole de Commerce Solvay). After several management positions in the finance function at DuPont de Nemours in Brussels and Geneva, he joined Umicore in 1996 as Group Controller. He served as CFO between 2000 and 2006. He assumed his current position in April 2006. |
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Martin Hess, 53 Martin Hess joined Degussa in 1972 as a commercial trainee. He served in a variety of functions and business units, gathering also extensive international experience in Africa and Asia in the course of 18 years living abroad. Since the end of 1999 until 2006 he headed the business unit Automotive Catalysts. He assumed his current position in April 2006. He joined the Umicore Executive Committee in 2003. |
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Hugo Morel, 55 Hugo Morel holds a Masters degree in Metallurgical Engineering from the University of Leuven. He joined Umicore in 1974 and held several jobs in production, commercial departments, strategy and general management of different units. He was appointed to his present position in 2002. |
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Pascal Reymondet, 46 Pascal Reymondet holds an MSc from Stanford University and an Engineering degree from the Ecole Centrale in Paris. He has occupied different engineering and management positions within the Degussa Group including management of the Port Elizabeth and Burlington automotive catalyst plants. He joined the Umicore Executive Committee in 2003.
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Marc Van Sande, 53 Marc Van Sande holds a PhD in Physics from the University of Antwerp as well as an MBA. He joined MHO, a predecessor company of Umicore in 1980, and held several jobs in research, marketing and production. In 1993 he was appointed Vice-President of the Electro-Optic Materials business unit and he was appointed to his present position in 1999. |
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Martine Verluyten, Martine Verluyten will join Umicore's Executive Committee in June 2006. |
Compensation
For the year 2005, an aggregate gross amount of EUR 3,988,151 was attributed to the members of the Executive Committee including the Chief Executive Officer. Of this amount, EUR 1,413,900 was variable pay relating to 2005 performance. A portion of variable pay, EUR 592,295, will be paid out in Umicore shares, which the Executive Committee members have committed to retain for at least two years. For the members of the Executive Committee, benefits include an extra-legal pension scheme, the cost of which amounted to EUR 949,847 in 2005. The remuneration data for the Executive Committee includes an amount attributed to one member who left the company in April 2005 to join Cumerio.
Of the above amounts, the remuneration of the Chief Executive Officer consisted of EUR 500,000 (fixed) EUR 225,000 (variable) and EUR 122,748 in other benefit. The majority of the variable pay (EUR 215,420) will be paid out in Umicore shares which the CEO has committed to retain for a period of two years.
For the Executive Committee members variable remuneration can range from 0 to 60% of the fixed compensation. It contains a component related to individual performance (including adherence to Group values), a component related to the EBIT target of the units over which the Executive Committee members have direct influence and a component related to the overall Group return on capital employed.
During 2005, 60,000 stock options were granted to the Executive Committee members as part of the variable compensation package, at an exercise price of EUR 64.60. The Chief Executive Officer received 25,000 options and other members of the Executive Committee received 5,000 options each.
In total, at the end of 2005, 199,500 stock options granted by the company were outstanding in the name of the Executive Committee members, with exercise prices between EUR 20.00 and EUR 64.60. As a consequence of the demerger of Cumerio the strike price of all options issued prior to 2005 were reduced by the same amount as Cumerio’s opening reference price of €10.50. This was because these options do not carry subscription rights for Cumerio shares. During 2005, the Executive Committee members exercised 42,000 options granted by the company. As of 31 December 2005, the CEO and members of the Executive Committee together owned a total of 199,350 shares.