Good corporate governance is essential for our long-term success
This implies an effective decision-making process based on a clear allocation of responsibilities. That’s why Umicore developed the Corporate Governance Charter, detailing all governance structures, procedures and policies in place.
The Supervisory Board
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. At the time of publication, the Supervisory Board is assisted in its role by four committees:
- The Audit Committee (A) ensures oversight of the Group’s financial and non-financial reporting process, including monitoring the integrity of statements, the Statutory Auditor’s qualifications and independence, the performance of both the internal audit department and the Statutory Auditor, and the annual review of the internal control and risk management systems to ensure that the main risks, including compliance, ESG and fraud-related risks are identified and adequately managed.
- The (new) Investment Committee (I) ensures oversight of capital expenditure or investment proposals exceeding €200 million and commercial contracts that would lead to the requirement of such an investment.
- The Nomination & Remuneration Committee (NR) ensures oversight of current and prospective Supervisory Board membership, current and prospective management board membership, remuneration and incentives.
- The (new) Sustainability Committee (S) ensures oversight of the Group’s sustainability agenda, strategy, policies and performance related to Environment Social Governance (ESG) commitments and the ability to create shared value.
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.
An overview of the composition and experience of the Supervisory Board can be found in the biographies of its members.
The Management Board
The Management Board – composed of six Executive Vice-Presidents (EVP) that are led by the Chief Executive Officer (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. In line with these responsibilities, as of time of publication, the Management Board members’ reporting lines were as follows:
- The full Management Board, Group Communications & Investor Relations, Human Resources, and Corporate Research and Development report to the CEO, Mathias Miedreich.
- Corporate Finance, Financial Risk Management, and Information Systems report to the Chief Financial Officer, Wannes Peferoen.
- Government Affairs, Corporate Development, Strategic Insights & Analysis, Strategic Projects, Open Innovation, New Business Incubation, and Digitalization report to the Chief Strategy Officer, Frank Daufenbach.
- Group Legal, ESG and Environment, Health & Safety, Internal Audit, Enterprise Risk Management & Insurance, Corporate Security and the business region North America report to the EVP ESG & General Counsel, Géraldine Nolens.
- The business units Rechargeable Battery Materials and Cobalt & Specialty Materials, and the business region China report to the EVP Energy & Surface Technologies, Ralph Kiessling.
- Group Procurement & Transportation, Umicore Marketing Services, the business units Automotive Catalysts, Precious Metals Chemistry, Fuel Cell & Stationary Catalysts, Precious Metals Management, and the business region South America report to the EVP Catalysis, Bart Sap.
- The business units Battery Recycling Solutions, Precious Metals Refining, Jewelry & Industrial Metals, Electro-Optic Materials and Metal Deposition Solutions, and the business region Japan report to the EVP Recycling, Denis Goffaux.
An overview of the composition and experience of the Management Board can be found in the biographies of its members.
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 and managed by internal experts:
- People & Organization Board.
- Digitalization & Operational Excellence Board.
- Environment, Social & Governance (ESG) Board.
- Technology & Innovation Board.
Each tactical board can be supported by dedicated agile groups that coordinate efforts, maximize efficiency and mobilize expertise.
For more information see Management Approach.