Governance

The supervisory board is responsible for Umicore’s general policy and strategy. It supervises the management board and is also vested with specific, reserved powers, such as establishing the annual accounts, drafting the annual report and paying an interim dividend. The supervisory board is assisted in its role by an audit committee and a nomination & remuneration committee. In light of the above, the supervisory board approves the strategic plans and budgets submitted by the management board, determines the risk appetite of Umicore in order to achieve its strategic objectives, and also ensures Umicore operates in accordance with good governance/ESG principles. A more exhaustive list of the supervisory board responsibilities can be found in appendix 3 to Umicore’s corporate governance charter. The members’ biographies provide an overview of the experience and diversity in the supervisory board.

The management board - led by the CEO - is responsible for the management of the company, including proposing the overall strategy of Umicore to the supervisory board, operational and day-to-day management, screening and addressing the various risks and opportunities that Umicore may encounter in the short, medium or long term, defining and applying Umicore’s ESG approach, and legal representation of the company with respect to third parties. The management board approves the strategies of individual business units and corporate divisions and monitors their implementation. Final accountability for all aspects of Umicore’s business and performance lies with the management board.

An overview of the composition and experience of the management board can be found in their biographies.

The management board has set up four tactical boards that develop part of the corporate strategy and monitor its implementation. They are each led by a member of the management board, with representatives from each business group, and managed by an internal expert:

• People & Organization Board (managed by the SVP Human Resources)

• Digital & Operational Excellence Board (managed by the SVP Digitalization)

• ESG Board (managed by the ESG Director)

• Technology & Innovation Board (managed by the SVP Corporate R&D)

Each tactical board can be supported by internal agile groups (e.g. the ESG committee) to coordinate efforts, maximize efficiency and mobilize expertise. For more information see Management Approach.