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NederlandsExecutive Committee
The Executive Committee has the form of a "Comité de Direction/Directiecomité" within the meaning of Article 524bis of the Belgian Companies Code. Hereunder "Executive Committee" is used within this definition.
Composition
The Executive Committee is composed of at least four members. It is presided over by a chairman, appointed by the Board of Directors. The members of the Executive Committee are appointed by the Board of Directors upon recommendation of the Nomination and Remuneration Committee. The Executive Committee as a whole or any individual member can be dismissed at any time by the Board of Directors.
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Thomas Leysen, 47 He 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). |
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Martine Verluyten, 57 Martine Verluyten joined Umicore in 2006 from Mobistar, Belgium’s second largest mobile phone operator, where she also held the position of Chief Financial Offi cer. Before that she held a number of international positions at advanced plastics fi rm Raychem, both in Belgium and the United States. She started her career with KPMG as an auditor. |
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Alain Godefroid, 60 Alain Godefroid holds a Law doctorate from the University of Brussels (ULB) and a MCJ from the University of Texas at Austin. After working as a lawyer in the United States and in Europe, he joined Umicore in 1978 as Legal Counsel. He was appointed to his present function in 1992. He also fulfills the role of Compliance Officer at Umicore. |
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Marc Grynberg, 42 Marc Grynberg holds a Commercial Engineering degree from the University of Brussels (Ecole de Commerce Solvay). After several management positions in the finance function at DuPont de Nemours in Brussels and Geneva, he joined Umicore in 1996 as Group Controller. He was Umicore’s CFO from 2000 until 2006. In 2006 he was appointed to head the Automotive Catalysts business unit. |
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Martin Hess, 55 Martin Hess joined Degussa in 1972 as a commercial trainee. He served in a variety of functions and business units, gathering also extensive international experience in Africa and Asia in the course of 18 years living abroad. From the end of 1999 until 2006, he headed the business unit Automotive Catalysts. Subsequently he managed the business group Zinc Specialties during the transition of the zinc refining activity into Nyrstar. He joined the Umicore Executive Committee in 2003. |
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Hugo Morel, 57 Hugo Morel holds a Masters degree in Metallurgical Engineering from the University of Leuven. He joined Umicore in 1974 and held several jobs in production, commercial departments, strategy and general management of different units. He was appointed to his present position in 2002. |
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Pascal Reymondet, 48 Pascal Reymondet holds an MSc from Stanford University and an Engineering degree from the Ecole Centrale in Paris. He has occupied different engineering and management positions within the Degussa Group including management of the Port Elizabeth and Burlington automotive catalyst plants. He joined the Umicore Executive Committee in 2003 to be in charge of the Precious Metal Products business. In September 2007, he was appointed to head the Zinc Specialties business group. |
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Marc Van Sande, 55 Marc Van Sande holds a PhD in Physics from the University of Antwerp as well as an MBA. He joined MHO, a predecessor company of Umicore in 1980, and held several jobs in research, marketing and production. In 1993 he was appointed Vice-President of the Electro-Optic Materials business unit and he was appointed as an Executive Vice-President in 1999. He assumed the newly-created role of Chief Technology Officer in 2005. |
Compensation
For the year 2007, an aggregate gross amount of € 4,864,868 was attributed to the members of the Executive Committee including the Chief Executive Officer (CEO). Of this amount, € 2,267,872 was variable pay relating to 2007 performance. A portion of this variable pay, € 936,796, will be paid out in Umicore shares, which the Executive Committee members have committed to retain for a period of at least two years. For the members of the Executive Committee, benefits include an extra-legal pension scheme, the cost of which amounted to € 1,335,296.
Of the above amount, the remuneration of the CEO consisted of a fixed portion of € 500,000, a variable portion of € 473,616 and € 123,592 in other benefits. The total variable pay has been paid out in Umicore shares, which the CEO has committed to retain for a period of at least two years.
For the Executive Committee members variable remuneration can range from 0 to 64% of the fixed compensation. In the case of the CEO it can go up to 100% of the fixed compensation. Variable remuneration contains a component related to individual performance (including adherence to Group values), a component related to the EBIT target (over and above the cost of capital) of the units over which the Executive Committee members have direct influence and another component related to the overall Group return on capital employed. In addition, the Executive Committee members were awarded 2,500 new shares each (500 shares pre share split). These awards are included in the variable pay referred to in the previous paragraph.
During 2007, 30,000 stock options (60,000 pre-split) were granted to the Executive Committee members as part of the variable compensation package, at an exercise price of €26.546 (€ 132.73 pre-split). The Chief Executive Officer received 125,000 options (25,000 pre-split) and other members of the Executive Committee received 25,000 options each (5,000 pre-split).
In total, at the end of 2007, 1,062,125 stock options (212,425 pre-split) granted by the company were outstanding in the name of the Executive Committee members, with exercise prices between € 4.736 (€ 23.68 pre-split) and € 26.546 (€ 132.73 pre-split). During 2007, the Executive Committee members exercised 310,000 options (62,000 pre-split) granted by the company. As of 31 December 2007, the members of the Executive Committee together owned a total of 1,072,000 shares (214,400 pre-split).
In case the employment of an Executive Committee member is terminated within 12 months of a change of control of the Company, that member would stand to receive a total compensation equivalent to 36 months’ base salary.