Management approach

The Umicore Way is the cornerstone of everything we do at Umicore and is also the basis of our management approach. The Umicore Way is supplemented by detailed company codes, setting guidelines throughout the company. These codes include:

• The Code of Conduct , which contains a comprehensive framework for ethical business practice;

• The Umicore Corporate Governance Charter , which sets out our management philosophy and governance principles;

• The Umicore insider dealing code, which spells out Umicore’s policy in respect of market abuse including insider trading;

• The Umicore Global Sustainable Sourcing Policy which outlines our commitment to align our supply chain to our own values and practices; and

• many internal policies developed in support of our vision and values such as Safety, Human Rights and Working Conditions, Training & Development and Donations & Sponsorship.

Our business model is designed to deliver positive impact for society in parallel with economic value creation. We offer solutions to sustainability challenges that are linked to megatrends and create value for all our stakeholders. Our Clean Mobility & Recycling strategy and Let’s Go for Zero strategy are our compass to ensure integrated value creation.

Performance evaluation

Economic, social and environmental performance is measured annually against a set of KPIs reported through a group data management system. The data are collected and reported at the relevant entity level: site, region, business unit or business group. The corporate divisions EHS, HR, ESG and Finance aggregate the performance data from all parts of the Group to evaluate Umicore’s overall progress for review by the appropriate tactical and/or full management board.

Both financial and non-financial performance indicators are included in overall general management performance measurement as described in our remuneration policy. A new remuneration policy which integrates climate, emissions, diversity and safety performance metrics for members of the management board will be submitted to the shareholders' approval at the annual general meeting in 2022. Performance data linked to the ESG strategy will be monitored using an internal ESG dashboard.

Umicore uses an assurance provider to check its financial, social and environmental data. Since 2021, this assurance has been carried out by EY in its capacity of statutory auditor. EY evaluates the completeness and reliability of the reported data as well as the robustness of the associated data management system. Performance indicators and reporting processes are reviewed and updated after every assurance cycle. As part of the new Let’s go for zero strategy, Umicore has committed to increased disclosure, which is ongoing and will spread over several reporting cycles as part of a continuous improvement process.

Performance responsibilities

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 to the sustainable development approach. Business units are clustered in business groups according to strategic business development topics. In addition, each business group is a member of the ESG board to ensure ESG integration into those strategies.

This implies an effective decision-making process based on clear allocation of responsibilities as described in Governance. This must ensure optimal balance between a culture of entrepreneurship at the level of the business units and effective steering and oversight processes centrally.

The four tactical boards are key contributors to the corporate strategy and monitor its implementation. Day-to-day responsibility for the economic, social and environmental performance lies with the Executive Vice-President, business unit managers and site managers. To assist the business units and sites, corporate divisions have developed detailed technical guidance, ensuring collective understanding of concepts, definitions, roles and responsibilities. Regular workshops and meetings are organized each year at various levels of the organization to share best practices.

Approach and goals

Our approach to financial and economic management derives from our vision, values and organizational principles as described in The Umicore Way.

Umicore aims to create value for its shareholders. This is achieved through the development of a compelling strategy and a strong track record of delivering a solid performance against the strategic objectives. We seek to grow our existing businesses while maintaining or establishing strong leadership positions on the back of innovative technologies. Shareholder returns depend on the valuation of the Umicore stock and are supported by the payment of dividends.

Umicore aims to safeguard the business through sound financial management and by maintaining a strong balance sheet. While we have no fixed target regarding debt levels, we aim to maintain investment grade status at all times. We also seek to maintain a healthy balance between short- and longer-term debt and between debt secured at fixed and floating interest rates. This approach, coupled with strong cash flow generated from operations, allows us to self-fund the majority of our growth initiatives.

Policies

Specific internal policies and guidelines have been developed to frame the company’s approach to specific financial aspects including: dividends, financing and funding, transfer pricing, credit management and hedging.

Performance responsibilities

Accountability for the overall financial performance of Umicore lies with the CEO, while each Executive Vice-President is responsible for the financial performance of his/her business group or corporate department(s). At business unit level, the head of the business unit is responsible for the operational and financial performance of the business unit. Financial controllers support the heads of the business units in managing the financial and reporting aspects of the business unit and support the financial allocation process for environmental, climate, diversity and safety-related projects as they contribute to reaching our Let’s go for Zero objectives.

The Chief Financial Officer has overall oversight of Umicore’s financial and economic performance and is supported by a Corporate Finance team that includes specific expertise centers covering aspects such as tax, treasury and accounting & control.

Approach & goals

Umicore seeks to generate economic value through our existing businesses and any acquisitions or organic growth initiatives that we undertake. This entails generating an operational return on capital employed (ROCE: adjusted EBIT / average capital employed for the period) in excess of our overall pre-tax cost of capital. This cost of capital can vary over time as a function of our risk profile and the state of the world’s debt and equity markets. ROCE is one of the most important key performance indicators for steering Umicore.

We deal with precious and other rare metals and we therefore have relatively high working capital intensity. Management is therefore incentivized to optimize performance both from an earnings perspective and by minimizing capital employed.

Investments are assessed on a case-by-case basis: acquisitions are expected to be earnings-enhancing in the early phase of their integration and value-enhancing shortly thereafter. Similar criteria exist for organic investments, although the pursuit of longer-term growth projects invariably requires a longer view on expected returns.

Umicore seeks to maintain market leadership positions in recycling and clean mobility materials. The nature of our business, which consists of products for highly specific applications, means that we do not have a presence in any country or region which makes up a significant part of that country or region’s economy. Our business is global in nature with 50 production sites in 33 countries.

When designing growth projects, we carefully consider overall contribution to our Let’s go for Zero ambitions.

Understanding the increasing importance of climate resilience, we are supporting the recommendations of the Task Force on Climate-Related Financial Disclosures (TCFD) and are enhancing the mitigation of our climate-related risks and opportunities. Managing these risks and opportunities is closely linked to our business model, our global operations and environmental impact on society.

To deliver operational excellence, Umicore focuses on 3 pillars: people, competencies and values.

People need to be equipped and digitalization roles filled, which is the task of the Umicore Technical and Digital Academy as described above. Competencies are developed in centers of expertise, such as the cloud center of expertise, the computational science center, the data management center and the robotics center. Values are developed in roadmaps and project managers guide business units to set up projects.

KPIs on operational excellence and digitalization have been set up and some business units have been given objectives from the management board, for example to improve EBIT due to digitalization.

Policies

Specific internal policies and guidelines have been developed to frame the Company’s approach to specific operational aspects including ROCE calculation methodologies, ROCE targets and Mergers & Acquisitions.

Performance responsibilities

In the management board, the Chief Financial Officer and the Chief Strategy Officer are responsible for operational management and are the leads for the Digital & Operational Excellence Board. This tactical board - managed by the SVP Digitalization - was launched at the end of 2021 and is being developed further in Q1 of 2022.

Mergers and acquisitions are assessed by the Corporate Development department, which is supervised by the Chief Financial Officer.

The Business Group Executive Vice-Presidents are each responsible for the overall operational performance of their business group. At business unit level, the head of the business unit is responsible for the overall operational performance. The general manager of each site has a similar responsibility at site level. Implementation and performance against environmental and social KPIs are monitored as part of the ESG Board.

Approach & goals

Technology is at the core of what we do and enables our capability to deliver value to our customers and markets by developing state of the art products, processes and services. Sustainability is a key driver of our technology development, targeting safe processes, sustainable products, supply and processes, with ambitious targets to go for zero greenhouse gases in 2035 for scope 1 and 2. We invest consistently between 5 and 7% of revenues (excluding metal) in R&D and innovation, working on the basis of a balanced portfolio ensuring short-term delivery to our businesses and customers while carefully preparing for the longer-term future. Our portfolio spans over three time horizons and includes a core competence dimension, securing technological excellence in all crucial areas.

Policies

All business units develop a business roadmap spanning 15+ years and translate this into a product and service roadmap, which in turn translates into a technology and competence roadmap. These roadmaps are validated regularly based on changes in markets and technologies and are used to steer our project and activity portfolio.

Performance responsibilities

R&D at Umicore consists of a hybrid R&D organization, with business-specific R&D complemented with corporate R&D and a new business incubator, each with specific roles and responsibilities. These R&D departments come together in an innovation excellence board, reviewing how R&D can analyze, measure and improve effectiveness and efficiency. The innovation excellence board also evaluates cross-activity synergies and common topics including R&D talent development, digitalization of R&D, and advises the CEO on innovation management.

The management board reviews the complete portfolio of technology and innovation on a quarterly basis, covering all program milestones, competences and innovation value and performance KPIs. This is managed by the CEO and coordinated by corporate R&D through a central project management office, which connects to various project management offices across Umicore for alignment.

Business units are responsible for the setup, delivery and evaluation of their project portfolio in line with customer and market expectations.

Approach & goals

Our approach to environmental management derives from the vision, values and organizational principles found in The Umicore Way. With our Let's Go for Zero strategy, we commit to minimizing our environmental impact. While Umicore’s Let’s go for zero strategy focuses on greenhouse gas and other emissions, we continuously monitor, control and report the performance of our organization in relation to other environmental aspects. A detailed overview of our environmental performance indicators can be found in Environment and in the Environmental Statements.

Policies

An internal Group EHS Guidance Note details the approach to measuring and reporting on each relevant environmental indicator. In addition, a specific internal policy on energy efficiency created a high level of awareness and commitment at sites and within business units to strive for continual energy efficiency improvement. Umicore also encourages all business unit initiatives that increase recycling potential. On a global scale, metals recycling reduces the environmental impact related to the sourcing and transformation of metals into products.

Performance responsibilities

In the management board, the Executive Vice-President for Corporate Security, Environment, Health & Safety, Internal Audit, Legal and Procurement & Transportation is responsible for all environmental matters and leads the ESG Board. Implementation and performance against Environmental KPIs are monitored as part of the ESG Board.

The Business Group Executive Vice-Presidents are each responsible for the overall environmental performance of their business group. At business unit level, the head of the business unit is responsible for the overall environmental performance. The general manager of each site has a similar responsibility at site level.

Approach & goals

Our approach to workforce management derives from the vision, values and organizational principles found in The Umicore Way and is reflected in the Global Framework Agreement on Sustainable Development, to which we subscribed in 2007, and renewed in 2019. Umicore implements the guidance on Human Rights, collective bargaining, equal opportunities, violence and harassment at work, safe and healthy working conditions and environmental issues.

With our Let’s go for zero strategy, we commit to zero inequality and zero harm. While Umicore’s Let’s go for zero targets determine a special focus, we believe it is equally important to continuously monitor, control and report our social performance in other areas. A detailed overview of our workforce performance indicators can be found in Employees and in the Social Statements.

Policies

An internal Group Social Reporting Guidance Note provides detailed guidance on measuring and reporting on social performance. Specific internal policies have been developed to frame specific elements of our social management approach including Diversity & Inclusion, Recruitment, Safety, Human Rights and Working Conditions and Training & Development.

For our approach to health and safety, theGroup EHS Guidance Note (hereafter ‘EHS Guidance Note’) is Umicore’s central EHS management system. It describes the groupwide environmental, health and safety requirements and expectations and provides a framework for the business units and sites consistent with, and explicitly referencing, the ISO 14001 management system. This guidance spans the full range of EHS topics including Occupational Health and Safety. The Umicore Group Safety Policy provides a framework for business units to develop and implement safety programs needed to achieve and maintain excellence in safety performance. The Policy is guided by universal core safety principles that can be translated by each business unit to their specific environment to take actions according to their specific risks.

Performance responsibilities

In the management board, the CEO has oversight responsibilities for Umicore’s Human Resources and leads the tactical People & Organization Board, which is managed by the Senior Vice President Human Resources. For all health and safety matters, the Executive Vice-President for Corporate Security, Environment, Health & Safety, Internal Audit, Legal and Procurement & Transportation is responsible and the health and safety KPIs are monitored by the ESG Board. The Executive Vice-Presidents are responsible for the social aspects of their business group. At business unit level, the head of the business unit is responsible for the overall social performance. The general manager of each site has a similar responsibility at site level. A regional Human Resources organization exists to manage social aspects at regional and country level, and to provide structural support to the business units in all aspects of human resources and health and safety management. Implementation and performance against workforce KPIs are monitored as part of the People & Organization Board. Implementation and performance against diversity and health and safety KPIs are also monitored as part of the ESG Board.

Approach & goals

Umicore’s main goal is to maximize our positive impact on society, both in our value chain and with our products and services. Our approach to managing our impact on society derives from the vision, values and organizational principles found in The Umicore Way and in our closed-loop business model. The relationship with our stakeholders, customers and suppliers is essential to building financial and economic value and plays a key role in the promotion of social and environmental best practices. As a signatory of the UN Global Compact, Umicore is looking through the lens of the Sustainable Development Goals to maximize its contribution to society.

In our Let’s Go for Zero strategy, we commit to zero harm. Upstream, we specifically act to eliminate any social or environmental harm in our supply chain. Downstream, we increase the impact of our products and services by working directly with our customers and through our commitment to responsible sourcing choices. A detailed overview of our performance indicators for our impact on society can be found in Society, Sustainable Products and Services and in the Social Statements.

For the approach to donations, Umicore has a two-tier approach. Each business unit is expected to allocate an annual budget that provides sufficient donations and sponsorship support to each site’s community engagement program. By way of guidance, this budget should equal an amount corresponding to one third of 1% of the business unit’s average annual consolidated adjusted EBIT (i.e., excluding associates) for the 3 previous years. Most of the donations from the business units go to charities close to their sites, in support of the local community. Group donations focus on projects with an international scope, with priority given to initiatives that have a clear link with sustainable development and that have an educational component. A part of Group donations also goes to disaster relief.

As a matter of policy, Umicore does not make donations to political parties or organizations.

Policies

Specific charters/policies have been developed to frame specific elements of our approach to responsible sourcing, including the Umicore Global Sustainable Sourcing Policy, the Sustainable Procurement Framework for Cobalt and the Responsible global supply chain of minerals from conflict-affected and high risk areas Policy.

For donations, Umicore has a Group Policy on donations and sponsorships with general guidelines on the thematic focus of donations and on budget allocation.

Performance responsibilities

Our presence and impact both upstream and downstream is based on a business-specific approach whereby all business units are required to identify and engage with their respective suppliers, customers and stakeholders. For all responsible sourcing matters, the Executive Vice-President for Environment, Health & Safety, Corporate Security, Procurement & Transportation, Legal and Internal Audit is responsible. The Executive Vice-Presidents are responsible for the responsible sourcing aspects of their business group. At business unit level, the head of the business unit is responsible and the general manager of each site has a similar responsibility at site level. In addition, a team comprising members of various departments – the ESG committee - meets regularly to map overall stakeholder expectations and to convene, whenever necessary, internal or external stakeholder dialogue sessions. For donations at Group level, the budget is set at the discretion of the CEO and donations are coordinated and managed by a Group Donations Committee reporting to the CEO.

Each business unit operates in an environment that carries specific growth expectations and differing degrees of market and technological uncertainty that could impact strategic objectives. As such, the primary source of risk and opportunity identification lies within the business units and each business unit is responsible for the mitigation of its own risks. Mitigating actions are systematically reported corresponding to the respective strategic objectives and identified risks.

Under the auspices of the Management Board, specific corporate departments are also tasked with managing and mitigating certain risks and with ensuring that adequate systems are in place to address them. These risks cover Group-wide elements that extend beyond the purview of individual business units, (e.g., financial, strategic, social, reputational, climate and environmental-related risks and opportunities) in the short, medium or longer term, The audit committee of the Supervisory Board reviews all financial and non-financial risks of the company.

Our internal control system

Internal control mechanisms exist throughout Umicore to provide management with reasonable assurance of our ability to achieve our objectives. They cover:

• Effectiveness and efficiency of operations

• Reliability of financial processes and reporting

• Compliance with laws and regulations

• Mitigation of errors and fraud risks

Umicore adopted the COSO framework for its enterprise risk management and has adapted its various constituents within its organization and processes. The Umicore Way and the Code of Conduct are the cornerstones of the internal control environment; together with the concept of management by objectives and through the setting of clear roles and responsibilities, they establish the operating framework for the company.

Specific internal control mechanisms have been developed by business units at their level of operations, while shared operational functions and corporate services provide guidance and set controls for cross-organizational activities. These give rise to specific policies, procedures and charters covering areas such as corporate security, environment, health and safety, human resources, information systems, legal, trade compliance, research and development and supply chain management.

Umicore operates a system of Minimum Internal Control Requirements (MICR) specifically to address the mitigation of financial risks and to enhance the reliability of financial reporting. Umicore’s MICR framework requires all Group entities to comply with a uniform set of internal controls in 12 processes.

Within the internal control framework, specific attention is paid to the segregation of duties and the definition of clear roles and responsibilities. MICR compliance is monitored by means of self-assessments to be signed off by senior management. The outcome is reported to the management board and the audit committee.

Out of the 12 control cycles, three cycles (Financial Closing and Reporting, Order to Cash and Treasury Management) were assessed in the course of 2021 by the 99 control entities currently in scope. Risk assessments and actions taken by local management to mitigate potential internal control weaknesses identified through prior assessments are monitored continuously. The Internal Audit department reviews the compliance assessments during its missions.

The aim of our risk management system is to enable the company to identify risks in a proactive and dynamic way and manage or mitigate risks to an acceptable level wherever possible.