Governance statements

During the financial year 2020, Umicore (also the “Company”) was subject to the Belgian Code on Corporate Governance 2020 (the “CG Code 2020), which entered into force on 1 January 2020.

The English, Dutch and French versions of the CG Code 2020 can be found on the website of the Belgian Corporate Governance Committee.

Following the entry into force of the CG Code 2020, the Company’s supervisory board adopted a new corporate governance charter (the “CG Charter”) on 30 July 2020. The CG Charter was further amended by the supervisory board on 9 December 2020. It describes in detail the governance structure of the Company and the policies and procedures of the Umicore group. The CG Charter is available on the Umicore website or may be obtained on request from Umicore’s Group Communications Department.

Umicore has articulated its mission, values and basic organizational philosophy in a document called “The Umicore Way”. This document spells out how Umicore views its relationship with its customers, shareholders, employees and society. It is supplemented by detailed company codes and policies, the most significant of which is the Code of Conduct (see G9).

In terms of organizational philosophy, Umicore believes in decentralization and in entrusting a large degree of autonomy to each of its business units. The business units in turn are accountable for their contribution to the group’s value creation and for their adherence to group strategies, policies, standards and sustainable development approach.

In this context, Umicore is convinced that a sound corporate governance structure constitutes a necessary condition to ensure its long-term success. This implies an effective decision-making process based on a clear allocation of responsibilities. Such approach must ensure an optimal balance between a culture of entrepreneurship at the level of the business units and effective steering and oversight processes. The CG Charter deals in more detail with the responsibilities of the shareholders, the supervisory board, the CEO, the management board and the specific role of the audit committee and of the nomination & remuneration committee. The present statements provide information on governance issues which relate primarily to the financial year 2020.

The Company’s corporate structure underwent an important change during 2020 following the resolutions of the extraordinary shareholders’ meeting held on 30 April 2020, which resulted in a full alignment of the Company’s articles of association to the new Belgian Code of companies and associations (the “BCCA”) and to the adoption of a genuine two-tier board structure.

Prior to the above extraordinary shareholders’ meeting of 30 April 2020, the board of directors (“raad van bestuur”/“conseil d’administration”) was the ultimate decision-making corporate body of Umicore, subject only to matters explicitly reserved to the shareholders’ meeting by the old Code of companies or the articles of association.

Following the adoption of a two-tier board structure, as provided the BCCA, by the extraordinary shareholders’ meeting held on 30 April 2020, the management board (“directieraad”/“conseil de direction”) has now become competent for all matters not specifically reserved to the supervisory board (“raad van toezicht”/“conseil de surveillance”) or the shareholders’ meeting by the BCCA or Umicore’s articles of association.

The supervisory board is responsible for the general policy and the strategy of Umicore, as well as for all actions that the BCCA reserves specifically for the board of directors in a one-tier system. It appoints and dismisses the CEO and the other members of the management board and it also supervises the management board. The supervisory board is assisted in its role by an audit committee and a nomination & remuneration committee.

The day-to-day management of Umicore has been delegated to the CEO, who also chairs the management board.

The management board, under the leadership of the CEO, is responsible for proposing the overall strategy of Umicore to the supervisory board and for Umicore’s operational management. It also approves the strategies of the individual business units and monitors their implementation. The management board is furthermore responsible for screening the various risks and opportunities that Umicore may encounter in the short, medium or longer term Managing risk effectively and for ensuring that adequate systems are in place to address these. The management board is responsible for defining and applying Umicore’s approach to sustainable development.

Umicore is organized in business groups which in turn comprise business units that share common characteristics in terms of products, technologies and end-user markets. Some business units are further subdivided into market-focused business lines. In order to provide a group-wide support structure, Umicore has regional management platforms in China, North America, Japan and South America. Its corporate headquarters are based in Belgium (Brussels). This centre provides a number of corporate and support functions in the areas of legal, finance, human resources, tax, internal audit, public and investor relations.

G3.1 ISSUED SHARES – CAPITAL STRUCTURE

On 31 December 2020 there were 246,400,000 Umicore shares in issue.

The identity of shareholders having declared a participation of 3% or more as of 31 December 2020 can be found in the chapter “parent company separate summarized financial statements” (Financial statements)

Also on 31 December 2020, Umicore owned 5,733,685 of its own shares representing 2.33% of its capital. Information concerning the shareholders’ authorization for Umicore to buy back its own shares and the status of such buy-backs can be consulted in the CG Charter and on Umicore’s website.

During the year, 1,024,435 own shares were used in the context of the exercise of employee stock options and 66,430 shares were used for share grants, of which 10,000 to the members of the supervisory board, 52,000 to the management board members and 4,430 following a partial conversion into shares of the bonus of a member of the management board.

G3.2 DIVIDEND POLICY AND PAYMENT

Umicore’s policy is to pay a stable or gradually increasing dividend, save for exceptional circumstances.

In 2020, Umicore paid a gross dividend of 0.375 per share relating to the financial year 2019. This was a decrease by 0.375 compared to the gross dividend paid in 2019 in respect of the financial year 2018.

In July 2020 the supervisory board, in line with the Umicore dividend policy, decided to pay a gross interim dividend of 0.25 per share, which was paid on 25 August 2020.

G3.3 SHAREHOLDERS’ MEETINGS 2020

The (annual, special and extraordinary) shareholders’ meetings were held on 30 April 2020 and were subject to amended, restricted participation modalities, in line with the Belgian Royal Decree nr. 4 of 9 April 2020 containing various provisions on co-ownership as well as on company and associations law in the framework of the fight against the Covid-19 pandemic. As a result, the shareholders were not allowed to physically participate to these meetings but only by means of postal or proxy voting. The shareholders’ meeting could be viewed via a live (or differed) webcast.

On the occasion of the annual shareholders’ meeting, the shareholders approved the resolutions regarding the annual accounts, the appropriation of the results and the discharges to the directors and to the statutory auditor regarding their respective 2019 mandates. At the same meeting, the shareholders appointed Mr Mario Armero as new director11 for a period of 3 years. Furthermore, the mandates of Mrs Ines Kolmsee and Mrs Liat Ben-Zur as independent directors22 was renewed for 3 years. The annual shareholders’ meeting also approved the remuneration of the board of directors33 for 2020. Details of the fees paid to the members of the board of directors44 in 2020 are disclosed in the remuneration report.

The special shareholders’ meeting approved a change of control clause in accordance with the article 556 of the old Belgian Companies Code.

Finally, the extraordinary shareholders’ meeting approved various amendments to the articles of association in view of fully aligning it with the provisions of the BCCA and introducing a genuine two-tier board structure. As a result, all members of the former board of directors, save the CEO, became members of the supervisory board. The members of the former executive committee, including the CEO, became members of the management board following resolutions adopted by the supervisory board on the same date.

G4.1 INTRODUCTION

As above mentioned, the extraordinary shareholders’ meeting held on 30 April 2020 has adopted a two-tier board structure, as provided under the BCCA. As a result, the Company’s board of directors was replaced by a supervisory board as of the same date. All members of the former board of directors, save the CEO, were appointed members of the supervisory board, also as of the same date.

Any reference in this chapter to the supervisory board should be read as a reference to the former board of directors, insofar it relates to events having taken place before the above extraordinary shareholders’ meeting of 30 April 2020.

G4.2 COMPOSITION

The supervisory board, whose members are appointed by the shareholders’ meeting resolving by a simple majority of votes without any attendance requirement, is composed of at least 6 members. The members’ term of office may not exceed 4 years. In practice, supervisory board members are elected for a (renewable) period of 3 years. A member of the supervisory board cannot at the same time be member of the management board.

Members of the supervisory board can be dismissed at any time following a resolution of a shareholders’ meeting, deciding by a simple majority of the votes cast. There are no attendance requirements for the dismissal of supervisory board members. The BCCA provides for the possibility for the supervisory board to appoint members of the supervisory board in the event of a vacancy. The next general meeting must decide on the definitive appointment of the above member of the supervisory board. The new member completes the term of office of his or her predecessor.

On 31 December 2020, the supervisory board was composed of 9 members. On the same date, 6 supervisory board members were independent in accordance with the criteria laid down in article 3.5 of the CG Code 2020.

In terms of gender and cultural diversity, the supervisory board counted 3 women and 6 different nationalities among its 9 members on 31 December 2020. Diversity also arises from the supervisory board members’ educational backgrounds which include engineering, law, economics, finance and applied languages. The supervisory board’s cumulative industry experience is broad, covering automotive, electronics, chemicals, metals, energy, finance and scientific/educational sectors. It also includes people experienced in the public and private sector and members with experience in the different regions in which Umicore is active. Collectively, the supervisory board possesses strong experience of managing industrial operations and counts 8 active or former CEOs in its ranks. The supervisory board also has collective experience in disciplines that are specifically relevant to Umicore’s non-financial Horizon 2020 goals such as health and safety, talent attraction and retention and supply chain sustainability.

The composition of the supervisory board underwent the following changes in 2020:

  • Mr Mario Armero was appointed director (and, hence, supervisory board member) for a period of three years at the annual shareholders’ meeting held on 30 April 2020;

  • Mr Gérard Lamarche resigned as director with effective date 30 April 2020;

  • Following the incompatibility between the mandates of management board member and supervisory board member, Mr Marc Grynberg, who was a member of the old board of directors until the adoption of the new two-tier board structure by the extraordinary shareholders’ meeting, was not appointed supervisory board member by the same extraordinary shareholders’ meeting.

Furthermore, the mandates of Mrs Ines Kolmsee and Mrs Liat Ben-Zur as independent directors (and hence, independent supervisory board members) were renewed for three years on 30 April 2020.

Finally, Mr Koenraad Debackere was appointed vice-chairperson of the supervisory board on 30 July 2020.

G4.3 MEETINGS AND TOPICS

The supervisory board held eleven regular meetings in 2020. Ten of these meetings were held by means of a videoconference due to the covid-19 pandemic. On two occasions, the supervisory board also took decisions by unanimous written consent.

The matters reviewed by the supervisory board in 2020 included the following:

  • financial performance of the Umicore group;

  • approval of the annual and half-year financial statements;

  • adoption of the statutory and consolidated annual accounts and approval of the statutory and consolidated annual reports (including the remuneration report and the remuneration policy);

  • approval of the agenda of an ordinary, a special and an extraordinary shareholders’ meeting and calling of these meetings;

  • Covid-19 updates;

  • investment and divestment projects;

  • issuance of convertible bonds (and approval of ancillary documents and reports in that context);

  • audit committee reports;

  • strategic opportunities and operational challenges;

  • business and technology reviews, and market updates;

  • corporate governance (including the adoption of the new CG Charter);

  • metal price sensitivity and net working capital evolution;

  • mergers & acquisitions projects and updates;

  • annual performance review of the CEO and the other members of the management board;

  • performance review of the supervisory board and its committees;

  • succession planning at the level of the supervisory board and the management board;

  • interim dividend distribution.

G4.4 PERFORMANCE REVIEW OF THE SUPERVISORY BOARD AND ITS COMMITTEES

The supervisory board undertakes at least every three years an evaluation of its own performance and its interaction with the CEO and the management board, as well as its size, composition, functioning and that of the board committees.

The last performance review took place in 2020 and included a preliminary feedback round and an in-depth discussion during a supervisory board meeting held in July 2020.

G4.5 AUDIT COMMITTEE

The audit committee’s composition and the qualifications of its members are fully in line with the requirements of article 7:99 of the BCCA and of the CG Code 2020.

The audit committee is composed of three members of the supervisory board, two of them being independent. It is chaired by Mrs Ines Kolmsee.

The composition of the audit committee remained unchanged in 2020.

All the members of the audit committee have extensive experience in accounting and audit matters as demonstrated by their curriculum.

The committee met four times in 2020, including three videoconference calls. Apart from the review of the 2019 full year and the 2020 half year accounts, the audit committee reviewed reports and discussed matters related to internal audit, financial reporting, internal controls, cyber security, group auditor succession and other audit-related matters. The 2021 internal audit plan was validated. The committee met with the group’s auditor and reviewed and approved provided non-audit services. Members of the audit committee also discussed ad hoc matters with senior management.

G4.6 NOMINATION & REMUNERATION COMMITTEE

The composition of the nomination and remuneration committee’s composition is fully in line with the requirements of article 7:100 of the BCCA and of the CG Code 2020.

On 31 December 2020, the nomination & remuneration committee was composed of five members, all members of the supervisory board, three of them being independent. The committee is chaired by the chairman of the supervisory board.

The composition of the nomination & remuneration committee underwent the following changes in 2020:

  • Mr Mario Armero was appointed member of the committee with effective date 9 December 2020;

  • Mr Koenraad Debackere was also appointed member of the committee with effective dated 9 December 2020.

Five nomination & remuneration committee meetings were held in 2020, including three videoconference calls. During the same period the committee discussed the remuneration policy for the supervisory board members, the supervisory board committee members and management board members, and the rules of the stock grant and option plans offered in 2020. The committee also discussed the succession planning at the level of the supervisory board and the management board.

G5.1 INTRODUCTION

Following the adoption of a two-tier board structure, as foreseen in the BCCA, by the extraordinary shareholders’ meeting held on 30 April 2020, the Company’s executive committee was replaced by a management board as of the same date. All seven members of the former executive committee, including the CEO, were appointed members of the management board as of the same date.

Any references to the management board in this chapter should be read as references to the former executive committee, insofar they relate to events having taken place before the above extraordinary shareholders’ meeting of 30 April 2020.

G5.2 COMPOSITION

The management board is composed of at least four members. It is chaired by the CEO. All members of the management board, including the CEO, are appointed by the supervisory board upon recommendation of the nomination & remuneration committee.

The composition of the management board remained unchanged in 2020.

On 31 December 2020 the management board was composed of 7 members, including the CEO.

G5.3 PERFORMANCE REVIEW

The management board regularly reviews and assesses its own performance. The valuation is also discussed at the nomination and remuneration committee and presented to the supervisory board.

The last performance reviews of the CEO and the other members of the management board took place on 6 February 2020.

G6.1 RESTRICTIONS ON TRANSFERRING SECURITIES

Umicore’s articles of association do not impose any restriction on the transfer of shares or other securities.

The Company is furthermore not aware of any restrictions imposed by law except in the context of the market abuse legislation and of the lock-up requirements imposed on some share grants by the BCCA.

The options on Umicore shares as granted to the CEO, to the members of the management board and to designated Umicore employees in execution of various Umicore incentive programs may not be transferred inter vivos.

G6.2 HOLDERS OF SECURITIES WITH SPECIAL CONTROL RIGHTS

There are no such holders.

G6.3 VOTING RIGHT RESTRICTIONS

Umicore’s articles of association do not contain any restriction on the exercise of voting rights by shareholders, providing the shareholders concerned are admitted to the shareholders’ meeting and their rights are not suspended. The admission rules to shareholders’ meetings are articulated in article 20 of the articles of association. Pursuant to article 7 of the articles of association, if a share is the subject of concurrent rights, the rights attached to these shares are suspended until one person is designated as owner vis-à-vis the Company.

To the supervisory board’s best knowledge, none of the voting rights attached to the shares issued by the Company were suspended by law on 31 December 2020, save for the 5,733,685 shares held by the Company itself on that date (article 7:217 §1 of the BCCA).

G6.4 EMPLOYEE STOCK PLANS WHERE THE CONTROL RIGHTS ARE NOT EXERCISED DIRECTLY BY THE EMPLOYEES

Umicore has not issued any such employee stock plans.

G6.5 SHAREHOLDERS’ AGREEMENTS

To the supervisory board’s best knowledge, there are no shareholders’ agreements which may result in restrictions on the transfer of securities and/or the exercise of voting rights.

G6.6 AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Save for capital increases decided by the supervisory board within the limits of the authorized capital, only an extraordinary shareholders’ meeting is authorized to amend Umicore’s articles of association. A shareholders’ meeting may only deliberate on amendments to the articles of association – including capital increases or reductions, mergers, de-mergers and a winding-up – if at least 50% of the subscribed capital is represented. If the above attendance quorum is not reached, a new extraordinary shareholders’ meeting must be convened, which will deliberate regardless of the portion of the capital represented. As a general rule, amendments to the articles of association are only adopted if approved by 75% of the votes cast. The BCCA provides for more stringent majority requirements in specific instances, such as the modification of the corporate object or the company form.

The Company’s articles of association were amended once in 2020, following the resolutions of the extraordinary shareholders’ meeting held on 30 April 2020 in order to bring them in line with the provisions of the BCCA (including the adoption of a two-tier board structure).

G6.7 AUTHORISED CAPITAL – BUY-BACK OF SHARES

The Company’s capital may be increased following a decision of the supervisory board within the limits of the so-called “authorized capital”. The authorization must be granted by an extraordinary shareholders’ meeting; it is limited in time and amount and is subject to specific justification and purpose requirements.

The extraordinary shareholders’ meeting held on 26 April 2018 (resolutions published on 29 May 2018) renewed the authorization granted to the supervisory board51 to increase the Company’s share capital. The supervisory board is authorized to increase the capital in one or more times by a maximum amount of 55,000,000. The authorization will lapse on 28 May 2023 but it can be renewed.

Up until 31 December 2020, the supervisory board has once made use of its powers under the above authorized capital, i.e. when it resolved on 15 June 2020 to issue senior unsecured convertible bonds due 2025 for an aggregate principal amount of 500,000,000. These convertible bonds carry a zero-coupon and their initial conversion price amounts to 55.32 per share. In connection with the issuance of these convertible bonds, the supervisory board resolved to disapply the preference subscription right of existing shareholders in accordance with articles 7:191 juncto 7:198 of the BCCA. The terms of the convertible bonds provide that the bonds can be converted in to new shares and/or existing shares; in case of new shares, they will be issued in the framework of the authorized capital. The above terms also provide for specific cases of early redemption at the option of the Company and/or the bondholders.

The exact amount to be allocated on the above authorized capital limit of 55,000,000 will be determined, as the case may be, upon (full or partial) conversion of the convertible bonds into new shares.

Following a resolution of the extraordinary shareholders’ meeting held on 26 April 2018, the Company is authorized to acquire own shares on a regulated market within a limit of 10% of the subscribed capital, at a price per share comprised between 4 and 100 and until 31 May 2022 (included). The same authorization was also granted to the Company’s direct subsidiaries. The Company acquired 1,200,000 own shares in 2020 in implementation of the above authorization.

G6.8 AGREEMENTS BETWEEN THE COMPANY AND ITS DIRECTORS OR EMPLOYEES PROVIDING FOR COMPENSATION IF THEY RESIGN, OR ARE MADE REDUNDANT WITHOUT VALID REASON, OR IF THEIR EMPLOYMENT CEASES BECAUSE OF A TAKE-OVER-BID

All the senior vice-presidents of the Umicore group are entitled to a compensation equivalent to 36 months base salary in the event of a dismissal within 12 months after a change of control over the Company. As far as the members of the management board are concerned, reference is made to the remuneration report (Remuneration Report).

On 6 February 2020, prior to the board of directors discussing or taking any decision, Marc Grynberg, who at that time was still a member of the board of directors, declared that he had a direct conflicting interest of a proprietary nature in the implementation of the decisions taken by the board relating to his performance assessment and to his remuneration (including the grant of shares and options). In accordance with the then applicable article 523 of the old Belgian Companies Code, Marc Grynberg did not take part in the board’s discussions concerning this decision and he did not take part in the voting.

The above decisions had/will have the following financial consequences:

GA FIXED AND VARIABLE REMUNERATION

The CEO received a fixed gross remuneration of 720,000 in 2020. Also in 2020, he received a gross variable cash remuneration totalling 87,500 as non-deferred part of his variable cash remuneration for the reference year 2019.

Furthermore he received in 2020 a gross amount of 256,500 as deferred part of his variable remuneration for the reference year 2017 based on (1) the 3-year average Umicore group profitability criterion, i.e. the average return on capital employed (ROCE) for the reference years 2017, 2018 and 2019 (i.e. 14.4% giving rise to a percentage pay-out of 69%) and (2) the 3-year average EBIT growth for the same reference years 2017, 2018 and 2019 multiplied by 2 (i.e. 13.2% giving rise to a percentage pay-out of 26%).

The ROCE range is set between a minimum of 7.5% (= pay-out of 0%) and a maximum of 17.5% (= pay-out of 100% of the target). When the achieved ROCE percentage falls between the minimum and the maximum, the pay-out will be pro-rated. The impact of the EBIT growth is calculated by multiplying the average percentage of the EBIT growth for the reference years by 2. The Group EBIT growth incentive only applies for a minimum compounded average adjusted EBIT growth of 10%.

GB GRANT OF SHARES AND STOCK OPTIONS

The financial consequences for Umicore consist of: either 1) as long as Umicore decides to keep the shares it holds today: the financing and opportunity cost of maintaining such shares in its portfolio until the delivery date of the shares granted or the option’s exercise date, or 2) if and to the extent that Umicore sells such shares at a later date: the difference on the date of exercise of the options between the exercise price and the market value of the shares that Umicore would have to buy on that date.

During 2020, no specific transactions or contractual commitments occurred between a member of the supervisory board or of the management board61 on the one hand, and Umicore or one of its affiliated companies on the other hand.

At the annual shareholders’ meeting held on 30 April 2020, the statutory auditor’s mandate of PricewaterhouseCoopers Bedrijfsrevisoren/Réviseurs d’Entreprises BV/SRL was renewed for a period of 3 years. The statutory auditor is represented by Mr Kurt Cappoen for the exercise of this mandate.

The Umicore policy detailing the independence criteria for the statutory auditor may be requested from Umicore.

Umicore operates a Code of Conduct for all its employees, representatives and supervisory or management board members. This Code of Conduct is fundamental to the task of creating and maintaining a relation of trust and professionalism with its main stakeholders namely its employees, commercial partners, shareholders, government authorities and the public.

The main purpose of Umicore’s Code of Conduct is to ensure that all persons acting on behalf of Umicore carry out their activities in an ethical way and in accordance with the laws and regulations and with the standards Umicore sets through its present and future policies, guidelines and rules. The Code of Conduct contains a specific section on complaints and expressions of concern by employees and “whistle-blower” protection.

The Code of Conduct is published in Appendix 6 to the CG Charter.

Umicore’s policy related to market abuse including insider trading is spelled out in the Umicore Dealing Code, which can be found under Appendix 7 to the CG Charter.

During the financial year 2020, Umicore’s corporate governance systems and procedures were in line with the CG Code 2020, with one exception related to the grant of stock options to the CEO. As explained in the remuneration policy, which was approved by the shareholders’ meeting held on 30 April 2020, the stock options granted to the CEO vest immediately upon grant, as contractually agreed. This deviates from provision 7.11 of the CG Code 2020. However, even if they vest immediately, the options can only be exercised after three years, which is in line with the above provision 7.11.

On 6 February 2020 the nomination and remuneration committee presented the remuneration policy (the “Policy”) to the board of directors for discussion and approval. This Policy outlines the remuneration principles for the members of Umicore’s supervisory board and management board11 and is effective as of 1 January 2020. The Policy was approved at Umicore’s annual shareholders’ meeting on 30 April 2020 with 82.07% of the votes cast (disregarding the abstention votes, as provided under Belgian company law). The Policy is available on Umicore’s website:

https://www.umicore.com/en/investors/governance/documents/remuneration-policy/

  1. Respectively board of directors and executive committee for the period between 1 January 2020 and 30 April 2020.

REMUNERATION FOR THE MEMBERS OF THE SUPERVISORY BOARD

The remuneration of the members of the supervisory board is in accordance with the Policy and unchanged versus the previous year, with exception of one small change in relation to the additional attendance fee for members of the supervisory board residing outside Belgium. This additional attendance fee also applies as of 2020 for the committee meetings, attended in person and not combined with a supervisory board meeting.

Supervisory board

  • Chairman: annual fixed fee: 60,000 + 5,000 per meeting attended + 2,000 Umicore shares + company car

  • Member: annual fixed fee: 27,000 + 2,500 per meeting attended + 1,000 per meeting attended in person (for foreign-based members) + 1,000 Umicore shares

Audit committee

  • Chairman: annual fixed fee: 10,000 + 5,000 per meeting attended

  • Member: annual fixed fee: 5,000 + 3,000 per meeting attended + 1,000 per meeting attended in person (for foreign-based members)

Nomination and remuneration committee

  • Chairman: 5,000 per meeting attended

  • Member: 3,000 per meeting attended + 1,000 per meeting attended in person (for foreign-based members)

2020 Remuneration overview members of the supervisory board

All components of the remuneration of the members of the supervisory board for the reported year are detailed in the table below.

G13.1 REMUNERATION OVERVIEW MEMBERS OF THE SUPERVISORY BOARD

in (€)

Name
Mandate

Start
date

End
date

Fixed
Fee

Shares1

Attendance
Fee

Number of meetings attended
Online/In person

Other
(Car)

Total

Leysen T.

217,385

Chairman of the supervisory board

19-11-2008

60,000

74,660

55,000

10 / 1

2,725

Chairman of the nomination & remuneration committee

19-11-2008

25,000

4 / 1

Armero M.

63,548

Member of the supervisory board

30-4-2020

18,074

24,974

17,500

7 / 0

Member of the nomination & remuneration committee

9-12-2020

3,000

1 / 0

Ben-Zur L.

76,830

Member of the supervisory board

25-4-2017

27,000

37,330

12,500

5 / 0

Chombar F.

99,330

Member of the supervisory board

26-4-2016

27,000

37,330

20,000

7 / 1

Member of the nomination & remuneration committee

26-4-2018

15,000

4 / 1

Debackere K.

109,330

Member of the supervisory board

26-4-2018

27,000

37,330

25,000

9 / 1

Member of the audit Committee

26-4-2018

5,000

12,000

3 / 1

Member of the nomination & remuneration committee

9-12-2020

3,000

1 / 0

Garrett M.

106,330

Member of the supervisory board

28-4-2015

27,000

37,330

26,000

9 / 1

Member of the nomination & remuneration committee

25-4-2017

16,000

4 / 1

Kolmsee I.

120,330

Member of the supervisory board

26-4-2011

27,000

37,330

26,000

9 / 1

Chairman of the audit Committee

28-4-2015

10,000

20,000

3 / 1

Lamarche G.

32,282

Member of the supervisory board

25-4-2017

30-4-2020

8,926

12,356

11,000

3 / 1

Meurice E.

87,830

Member of the supervisory board

28-5-2015

27,000

37,330

23,500

8 / 1

Raets L.

108,830

Member of the supervisory board

25-4-2019

27,000

37,330

27,500

10 / 1

Member of the audit Committee

25-4-2019

5,000

12,000

3 / 1

  1. 1 The share grant relates to the services rendered in the reported year. The shares were granted on 15 May 2020 and were valued at the fair market value of the share at 37.33, equivalent to the closing share price on 14 May 2020 (share value is set at the lowest of the closing share price on the day before the delivery date and the average closing price of the last 30 calendar days before delivery date).

REMUNERATION FOR THE CEO AND THE OTHER MEMBERS OF THE MANAGEMENT BOARD

The remuneration of the CEO and the other members of the management board was reviewed by the supervisory board on 6 February 2020, on the basis of recommendations from the nomination and remuneration committee following a comparison survey with BEL20 and European peer companies.

The remuneration for the CEO and other members of the management board included in 2020 the following components: fixed remuneration, variable compensation, share-based compensation, pension plans and other benefits.

Remuneration CEO

On proposal of the nomination and remuneration committee, the supervisory board of 6 February 2020 decided to set the fixed remuneration of the CEO at 720,000 as of 1 January 2020 and to maintain the annual variable cash remuneration potential of 700,000 for the reported year. 140,000 stock options were granted for 2020 as part of the annual Umicore Incentive Stock Option Plan.

In addition, the board of 10 February 2021 decided to grant 10,000 Umicore shares for services rendered in the reported year. These shares are subject to a 3 year lock-up and are not subject to forfeiture conditions.

All components of the remuneration earned by the CEO for the reported year are detailed in the table below.

Remuneration other members of the management board

On proposal of the nomination and remuneration committee, the supervisory board of 6 February 2020 decided to set the fixed remuneration of each other member of the management board at 440,000 as of 1 January 2020 and to maintain the annual variable cash remuneration potential of 380,000 for the reported year. 30,000 stock options per person were granted for 2020 as part of the annual Umicore Incentive Stock Option Plan. Mr. Goffaux received 10,000 additional stock options following his foreign assignment in South Korea.

In addition, the supervisory board of 10 February 2021 decided to grant 7,000 Umicore shares per person for services rendered in the reported year. These shares are subject to a 3 year lock-up and are not subject to forfeiture condition All components of the remuneration earned by the other members of the management board for the reported year are detailed in the table below.

G13.2 Remuneration overview members of the management board

in (€)

Name
Position

Mandate
Start date
End date

Fixed
Compensation
(1)
1

Undeferred
Variable 50%
(2)
2

Deferred
Variable 50%
(3)
3

Shares

(4)
4

Stock
Options
(5)
5

Pension
Plans
(6)
6

Other

(7)
7

Total

Ratio
fixed
(8)8

Ratio
variable
(9)9

Grynberg M.

19/11/2008

720,000

315,000

159,300

470,800

904,400

214,677

54,332

2,838,509

83%

17%

CEO

Csoma S.

01/11/2012

440,000

190,000

88,500

329,560

193,800

128,089

40,447

1,410,396

80%

20%

EVP

Goffaux D.

01/07/2010

440,000

95,000

88,500

334,273

258,400

128,196

162,352

1,506,721

88%

12%

EVP

Kiessling R.

01/02/2019

440,000

190,000

0

329,627

193,800

91,872

23,306

1,268,605

85%

15%

EVP

Nolens G.

01/07/2015

440,000

190,000

88,500

329,560

193,800

131,857

16,517

1,390,234

80%

20%

EVP

Platteeuw F.

01/11/2012

440,000

190,000

88,500

329,560

193,800

132,421

23,823

1,398,104

80%

20%

CFO

Steegen A.

01/10/2018

440,000

190,000

22,125

329,560

193,800

91,872

21,922

1,289,279

84%

16%

EVP

Reymondet P.

01/08/2003

-

-

88,500

-

-

-

-

88,500

0%

100%

EVP

31/01/2019

Van Sande M.

01/09/1998

-

-

22,125

-

-

-

-

22,125

0%

100%

EVP

31/03/2018

  1. 1 The fixed compensation includes the fixed remunerations from Umicore entities.
  2. 2 The undeferred variable has been determined in accordance with the Policy and relates to the reported year 2020. The pay-out was done in 2021 in cash.
  3. 3 The deferred variable relates to the reference year 2018 and takes into account, over the years 2018-2019-2020, an average ROCE of 13.4%, resulting in a pay-out of 59% of the 2018 deferred target, and a compounded average EBIT growth% of 9.4%, which is lower than the 10% threshold and therefore not resulting in an additional variable payment. The pay-out was done in 2021 in cash.
  4. 4 The share grant relates to the services rendered in the reported year 2020. The shares were granted on 11 February 2021 and were valued at the fair market value of the share at 47.08, equivalent to the lowest of the closing share price on the day before the delivery date and the average closing price of the last 30 calendar days before delivery date. For German and Korean tax purposes, the shares were valued at respectively 47.09 (lowest market quotation of the shares on the delivery date), 48.00 (the closing share price on the delivery date).
  5. 5 The stock option grant relates to the services rendered in the reported year 2020. The stock options were granted on 10 February 2020 and were valued at a notional value of 6.46 per option according to the Black & Scholes formula.
  6. 6 Includes DC and DB contributions (service cost).
  7. 7 Includes the representation allowance, benefit in kind company car, insurance benefits and additional benefits for Mr. Goffaux D. following his foreign assignment in South Korea (housing, mobility premium, medical insurance).
  8. 8 (1)+(4)+(5)+(6)+(7)/Total remuneration
  9. 9 (2)+(3)/Total remuneration

COMPARITIVE INFORMATION ON THE CHANGE OF REMUNERATION – PAY RATIO

Below table provides an overview on the annual change of remuneration for the CEO, the other members of the management board (in aggregate), the mandates within the supervisory board and the committees, the average employee remuneration on a full-time equivalent basis and the performance of the Company. Incomplete years of remuneration due to a start or end of the mandate in the course of the reference year, have been adjusted to an annual base. The number of shares in the table represents for all years the number of shares taken into account the share split of 16 October 2017.

The average employee remuneration relates to Umicore (Belgium), in accordance with applicable legal provisions.

G13.3 Comparative table on the change of remuneration and company performance over the last five reported financial years

Annual Change

2016
vs
2015

2017
vs
2016

2018
vs
2017

2019
vs
2018

2020
vs
2019

Comments

Remuneration management board

Type of remuneration

CEO

Fixed

0.0%

3.0%

2.9%

0.0%

2.9%

Variable

2.8%

27.0%

-24.8%

-5.6%

37.9%

Number of shares

0.0%

0.0%

0.0%

-3.8%

0.0%

Number of options

0.0%

0.0%

0.0%

-6.7%

0.0%

Pension + other

-42.8%

4.8%

1.1%

8.2%

13.0%

Members of the management board
(excl. CEO)

Fixed

0.1%

2.5%

3.3%

0.4%

4.5%

Variable

7.0%

31.1%

-28.0%

18.3%

10.6%

Number of shares

0.0%

0.0%

0.0%

-5.4%

0.0%

Number of options

0.0%

0.0%

0.0%

-14.3%

5.6%

(1)1

Pension + other

-2.1%

-7.4%

-2.3%

1.9%

13.8%

(2)2

Remuneration supervisory board

Type of remuneration

Chairman
supervisory board

Fixed

0.0%

0.0%

50.0%

0.0%

0.0%

Attendance fee/meeting

0.0%

0.0%

0.0%

0.0%

0.0%

Number of shares

0.0%

0.0%

0.0%

0.0%

0.0%

Chairman
audit committee

Fixed

0.0%

0.0%

0.0%

0.0%

0.0%

Attendance fee/meeting

0.0%

0.0%

0.0%

0.0%

0.0%

Number of shares

-

-

-

-

-

Chairman
nomination & remuneration committee

Fixed

-

-

-

-

-

Attendance fee/meeting

0.0%

0.0%

0.0%

0.0%

0.0%

Number of shares

-

-

-

-

-

Member
supervisory board

Fixed

0.0%

35.0%

0.0%

0.0%

0.0%

Attendance fee/meeting

0.0%

0.0%

0.0%

0.0%

0.0%

Number of shares

0.0%

0.0%

0.0%

0.0%

0.0%

Member
audit committee

Fixed

0.0%

0.0%

0.0%

0.0%

0.0%

Attendance fee/meeting

0.0%

0.0%

0.0%

0.0%

0.0%

Number of shares

-

-

-

-

-

Member
nomination & remuneration committee

Fixed

-

-

-

-

-

Attendance fee/meeting

0.0%

0.0%

0.0%

0.0%

0.0%

Number of shares

-

-

-

-

-

Average employee remuneration on a full time equivalent basis

% change versus previous year

2.5%

5.1%

3.6%

3.7%

2.7%

Company's performance

2015

2016

2017

2018

2019

2020

ROCE

13.7%

14.6%

15.1%

15.4%

12.6%

12.1%

EBIT M€

330

351

410

514

509

536

% ROCE change versus previous year

6.6%

3.4%

2.0%

-18.2%

-4.0%

% EBIT change versus previous year

6.4%

16.8%

25.4%

-1.0%

5.4%

  1. 1 The increase versus 2019 relates to the additional stock options granted to Mr. Goffaux D. following his foreign assignment in South Korea.
  2. 2 The increase versus 2019 relates to the foreign assignment benefits provided to Mr. Goffaux D. for the entire reported year (mobility premium, housing, medical insurance).

The pay ratio 2020 between the highest and lowest pay level at Umicore (Belgium) was equal to 62.

SHARE AND SHARE OPTION PLANS AND TRANSACTIONS 2020

Management board share option transactions 2020

The below table provides an overview on the number of stock options granted, exercised and expired in the course of the reported year, as well as the main provisions of the outstanding stock option plans.

G13.4 Management board share option transactions

Transactions in the reported year 2020

Name
Position

Options
Granted

Options
Exercised

Options
Expired

Grynberg M.

ISOP 2020

140,000

ISOP 2014

150,000

0

CEO

ISOP 2015

75,000

Csoma S.

ISOP 2020

30,000

0

EVP

Goffaux D.

ISOP 2020

40,000

ISOP 2015

7,500

0

EVP

Kiessling R.

ISOP 2020

30,000

ISOP 2015

9,000

0

EVP

ISOP 2016

9,000

Nolens G.

ISOP 2020

30,000

0

EVP

Platteeuw F.

ISOP 2020

30,000

ISOP 2015

15,000

0

CFO

ISOP 2016

5,000

Steegen A.

ISOP 2020

30,000

0

EVP

Main provisions of the outstanding stock option plans

ISOP Plan

Grant
Date

Exercise Price *1

Exercise window
Start End

2020

10/02/2020

42.050

10/02/2023 - 09/02/2027

2019

11/02/2019

34.080

01/03/2022 - 10/02/2026

2018

09/02/2018

40.900

01/03/2021 - 08/02/2025

2017

13/02/2017

25.500

01/03/2020 - 12/02/2024

2016

05/02/2016

16.632

01/03/2019 - 04/02/2023

2015

09/02/2015

17.289

01/03/2018 - 08/02/2022

2014

10/02/2014

16.143

01/03/2017 - 09/02/2021

  1. 1 The exercise prices take into account the share split of 16 October 2017

Details of all options exercised and other share-related transactions can be found on the FSMA website.

Management board share grant 2020

The below table provides an overview of the number of shares granted in 2020 to the CEO and the other members of the management board for the services rendered in 2019. The shares were granted on 10 February 2020 and were valued at the fair market value of the share at 42.05, equivalent to the closing share price on 7 February 2020 (share value is set at the lowest of the closing share price on the day before the delivery date and the average closing price of the last 30 calendar days before delivery date). For German and Korean tax purposes, the shares were valued at respectively 41.41, 43.75. The shares are subject to a 3 year lock-up until 9 February 2023 included, and are not subject to forfeiture conditions.

Mr. Goffaux D. decided to receive part of his variable cash compensation in Umicore shares, resulting in 4,430 additional shares, granted on 2 March 2020 and valued at the fair market value of the share at 37.77, equivalent to the closing share price on 28 February 2020 (share value is set at the lowest of the closing share price on the day before the delivery date and the average closing price of the last 30 calendar days before delivery date). For Korean tax purposes the shares were valued at 38.26. These shares are subject to a 2 year lock-up until 1 March 2022 included.

G13.5 Management board share grant

Name
Position

Nombre d'actions
reçues en 2020

Comment

Grynberg M.

10,000

CEO

Csoma S.

7,000

EVP

Goffaux D.

11,430

EVP

Kiessling R.

6,417

Pro rata the services in 2019

EVP

as of 01/02/2019

Nolens G.

7,000

EVP

Platteeuw F.

7,000

CFO

Reymondet P.

583

Pro rata the services in 2019

EVP

until 31/01/2019

Steegen A.

7,000

EVP

As per the Policy, the CEO is required to build up, within 3 years from the date of appointment, and to retain minimum 30,000 Umicore shares throughout his tenure. This requirement is also applicable to the other members of the management board, in respect of a minimum of 15,000 shares.

On 31 December 2020 the CEO and the other members of the management board reached this minimum shareholder requirement, with exception of Mr. Kiessling R. and Mrs. Steegen A. being both still in the 3 years’ time frame to build up the required minimum.

The members of the management board collectively hold a total number of 1,144,097 shares on 31 December 2020.

Supervisory board share grant 2020

The below table provides an overview of the number of shares granted in 2020 to the members of the supervisory board for the services rendered in 2020. The shares were granted on 15 May 2020 and were valued at the fair market value of the share at 37.77, equivalent to the closing share price on 14 May 2020 (share value is set at the lowest of the closing share price on the day before the delivery date and the average closing price of the last 30 calendar days before delivery date). The shares have to be held until at least one year after the member leaves the supervisory board and until at least three years after the delivery date.

G13.6 Supervisory board share grant

Name
Mandate in the supervisory board

Number of shares
received in 2020

Comment

Leysen T.

2,000

Chairman

Armero M.

669

Pro rata the services in 2020

Member

as of 30/04/2020

Ben-Zur L.

1,000

Member

Chombar F.

1,000

Member

Debackere K.

1,000

Member

Garrett M.

1,000

Member

Kolmsee I.

1,000

Member

Lamarche G.

331

Pro rata the services in 2020

Member

until 30/04/2020

Meurice E.

1,000

Member

Raets L.

1,000

Member

The members of the supervisory board collectively hold a total number of 960,387 shares on 31 December 2020.

APPROVAL OF THE 2019 REMUNERATION REPORT

The 2019 remuneration report was approved by the shareholders’ meeting with a majority of 82.46% of the votes cast (disregarding the abstention votes, as provided under Belgian company law).

CHANGES TO REMUNERATION SINCE THE END OF 2020

Remuneration for the members of the supervisory board

Based on the review of the overall compensation of the members of the supervisory board and of each element of the compensation, the nomination and remuneration committee concluded on 5 February 2021 that the compensation is appropriate.

Remuneration for the CEO

On 5 February 2021, the nomination and remuneration committee reviewed the remuneration of the CEO based on a comparison survey with European peer companies and BEL20 index companies.

On proposal of the nomination and remuneration committee, the supervisory board of 10 February 2021 decided to maintain the annual fixed and the annual variable cash remuneration potential at the same level. 80,000 stock options were granted for 2021 as part of the annual Umicore Incentive Stock Option Plan. These changes are in accordance with the Policy.

Remuneration for the other members of the management board

On 5 February 2021, the nomination and remuneration committee reviewed the remuneration of the other members of the management board based on a comparison survey with European peer companies and BEL20 index companies.

On proposal of the nomination and remuneration committee, the supervisory board of 10 February 2021 decided to maintain the annual fixed remuneration at 440,000 but to increase the annual variable cash remuneration potential from 380,000 to 400,000 as of the year of performance 2021. The number of stock options granted for 2021 as part of the annual Umicore Incentive Stock Option Plan, were maintained at the same level. These changes are in accordance with the Policy.