Board of Directors
Composition
The Board of Directors, whose members are appointed by the Shareholders’ Meeting, must consist of at least six members. Their term of office may normally not exceed four years, but they may be re-elected.
On April 29, 2008, the Board of Directors consisted of ten members: nine non-executive directors and one executive director.
Eight of the ten directors are independent within the definition of independence set out in Annex 3 of Umicore’s Corporate Governance Charter.
Chairman
Karel Vinck, 69, Chairman & Non-executive director
![]() |
Before joining Umicore, Karel Vinck was Chief Executive Officer of Eternit and Bekaert. He is also a member of the Board of Suez-Tractebel, Tessenderlo Group and of Théâtre Royal de la Monnaie. He is co-ordinator of the European Rail Traffic Management System with the European Commission. He is honorary chairman of VEV, the Flemish employers association and Chairman of the Flemish Science Policy Council. He was Chief Executive Officer of the Belgian Railways from 2002 until 2005. Director since : 17 October 1994 |
Executive Director
Thomas Leysen, 47, Chief Executive Officer
![]() |
Thomas Leysen became Chief Executive Officer of Umicore in 2000, after having held various positions within Umicore and its affiliates. He is also Chairman of Corelio, a Belgian media company. He is a member of the Board of the micro-electronics research centre IMEC, a member of the supervisory Board of Bank Metzler, Germany and a member of the board of Compagnie Maritime Belge (CMB). He is Chairman of the Belgian Employers Federation (FEB/VBO). Director since : 10 May 2000 |
Independent Non-executive Directors
Isabelle Bouillot, 58
|
Isabelle Bouillot holds a diploma of the French “National School of Administration”. She has occupied different positions in French public administrations, among them economic advisor for the President of the Republic between 1989 and 1991 and Budget Director at the Ministry of Economy and Finance between 1991 and 1995. She joined the Caisse des Dépôts et Consignations as Deputy Chief Executive Officer in 1995 and was in charge of financial and banking activities. Between 2000 and 2003, she was Chief Executive Officer of the Investment Bank of the Group CDC IXIS. She is presently President of China Equity Links and a member of the board of Accor and Saint-Gobain. Director since: April 14, 2004 |
Uwe-Ernst Bufe, 63
![]() |
Uwe-Ernst Bufe was CEO of Degussa until May 2000. He is now Vice Chairman of UBS Investment Banking and Deputy Chairman of UBS Deutschland. He is also a member of the Board of Akzo Nobel N.V. and Solvay S.A. Director since : May 26, 2004 |
Jean-Luc Dehaene, 67
![]() |
Jean-Luc Dehaene has occupied several ministerial posts and was Prime Minister of Belgium from 1992 to 1999. He is a member of the Board of InBev, Corona-Lotus and of Thrombogenics. He is Chairman of the Board of the College of Europe (Bruges) and a member of the European Parliament. Director since :1 October 1999 |
Arnoud de Pret, 63
![]() |
Arnoud de Pret was with Morgan Guaranty Trust Company in New York from 1972 until 1978. From 1978 until 1981 he was group treasurer of Cockerill-Sambre, and until 1990 he was group finance manager and member of the Executive Committee of UCB. He was Chief Financial Officer and member of the Executive Committee of Umicore from 1991 until May 2000. He is a member of the Board of InBev, Delhaize Group, Sibelco, UCB and L’Intégrale. He is a member of the Supervisory Board of the French company Lesaffre & Cie and of Euronext BV Amsterdam. Director since : 10 May 2000 |
Shohei Naito, 64
![]() |
Shohei Naito started his career at the Japanese Ministry of Foreign Affairs. At the Ministry he served as Director General for Consular Affairs & Migration and as Chief of Protocol. Mr Naito has filled several diplomatic functions overseas and he was appointed as Ambassador in 1996. Since that date he has served as Japan's ambassador to Cambodia, Denmark concurrently with Lithuania and Belgium. He left the diplomatic service at the end of 2006. He is now Senior Fellow at The Japan Institute of International Affairs. Director since: 25 April 2007 |
Guy Paquot, 66
![]() |
Guy Paquot joined the Bank Nagelmackers group in 1969 and became Chairman and managing director of Financière Lecocq (a Nagelmackers subsidiary) in 1986. In 1994 Financière Lecocq became known as Compagnie Mobilière et Foncière du Bois Sauvage. In 2003 he left his position as managing director but remains Chairman of Bois Sauvage. He is Chairman of Neuhaus and a member of the Boards of Recticel, Noel Group, Nomacorc, Serendip and Fauchon as well as the Quartier des Arts foundation. Director since: 13 April 2005 |
Klaus Wendel, 64
![]() |
Klaus Wendel, after a career in financial management with General Electric (USA), Siemens, Cockerill Sambre and CBR, joined Société Générale de Belgique in 1988 as member of the Executive Committee, responsible for group control. Since 2000 he has been an independent consultant. He is member of the Board of Recticel. In accordance with Umicore’s Governance Charter, the Board of Directors considers Mr Wendel to be an independent director even though he has served more than three terms. Apart from his employment with Société Générale de Belgique, from which he retired in 2000, Mr Wendel has had no other assignment with any company directly or indirectly related to Umicore. Director since : 26 July 1989 |
Non-Executive Director
Jonathan Oppenheimer, 38
![]() |
Jonathan Oppenheimer joined the De Beers Group in 1994 and became a Director of De Beers S.A. in 2006. He is also a member of its Executive Committee. He is also the chairman of De Beers Canada Inc., of Williamson Diamond Mine Ltd. (Tanzania) and of Element Six Abrasives Group of companies. In view of his chairmanship of Element Six (in which Umicore has a stake), he is considered to be a non-independent Director. Director since : 5 September 2001 |
Remuneration
- Chairman’s annual retainer:
- fixed portion: € 40,000
- variable portion: € 5,000 per attended meeting. - Director’s annual retainer:
- fixed portion: € 20,000
- variable portion: € 2,500 per attended meeting.
The total amount of remuneration granted to Directors in 2007 in respect of their activities in the company amounted to € 412,253.
No variable or other compensation element (apart from attendance-related fees) is associated with directorship. No loan or guarantees have been granted by the company to members of the Board.
As of 31 December 2007, the members of the Board of Directors held a total of 1,078,290 new shares.
Seven Board meetings were held in 2007.
|
Name
|
Board meetings attended
|
Committee meetings attended |
Total remuneration € |
Shares held at 31/12/2007
|
|---|---|---|---|---|
|
Karel Vinck |
7 of 7 |
1 of 1 |
79,000 |
100,000 |
|
Thomas Leysen |
7 of 7 |
see Executive Committee |
961,000 | |
|
Isabelle Bouillot |
7 of 7 |
5 of 5 |
56,500 |
|
|
Uwe-Ernst Bufe |
5 of 7 |
32,500 |
||
|
Jean-Luc Dehaene |
5 of 7 |
32,500 |
165 | |
|
Arnoud de Pret |
6 of 7 |
4 of 4 |
51,000 |
5,000 |
| Shohei Naito |
4 of 4 |
23,753 |
||
|
Jonathan Oppenheimer |
7 of 7 |
37,500 |
||
|
Guy Pacquot |
7 of 7 |
1 of 1 |
40,500 |
5,000 |
|
Klaus Wendel |
6 of 7 |
4 of 4 |
59,000 |
7,125 |
Committees
Audit Committee
The Audit Committee consists of three members who are all independent non-executive directors.
Four Audit Committee meetings were held in 2007.
Compensation:
-
chairman: € 6,000 per attended meeting
-
member: € 4,000 per attended meeting
Nomination and Remuneration Committee
The Nomination and Remuneration Committee consists of three members who are all non-executive directors. It is chaired by the Chairman of the Board.
One Nomination and Remuneration Committee was held in 2007.
Compensation:
-
chairman: € 4,000 per attended meeting
-
member: € 3,000 per attended meeting
Special Reports
Special Reports 2006
- September 2006 (presented to the extraordinary general meeting of 24 October 2006)
- February 2006 (presented to the ordinary general meeting of 26 April 2006)
Special Reports 2005
- March 2005 (presented to the extraordinary general meeting of 13 April 2005)
- February 2005 (presented to the ordinary general meeting of 13 April 2005)
Special Reports 2004
- March 2004 (presented to the ordinary general meeting of 14 April 2004)
Français
Nederlands







