The Supervisory Board supervises the policies pursued by the Managing Board and the general course of affairs and business of the Company and supports the Managing Board with its advice.

In fulfilling their duties, our Supervisory Board members serve the best interests of ST and its business, taking into consideration the interests of all ST shareholders and other stakeholders.

Our Supervisory Board supervises and advises our Managing Board in performing its management tasks and setting the direction of our affairs and business. Among other matters our Supervisory Board supervises the structure and management of systems of internal business controls, risk management, strategy and the financial reporting process. In addition, it determines the remuneration of the sole member of the Managing Board within the remuneration policy adopted by the General Meeting of Shareholders.

Our Supervisory Board in numbers

9
members
44 %
women in the Board
11
meetings in 2021
87 %
attendance rate

The members of our Supervisory Board are carefully selected based on their combined experience, expertise, knowledge, as well as the business in which we operate.

Our Board consists of such number of members as is resolved by the General Meeting of Shareholders upon a non-binding proposal of the Supervisory Board, with a minimum of six members. The Supervisory Board is currently composed of nine members, who are appointed for one or more three-year term(s).

The composition of the Supervisory Board shall be such that the combined experience, expertise and independence of its members enables the Supervisory Board to best carry out the variety of its responsibilities and duties to the Company and all others involved in the Company, consistent with applicable laws and regulations.

Maurizio Tamagnini, Chairman of the Supervisory Board
Nicolas Dufourcq, Vice-Chairman of the Supervisory Board
Janet G. Davidson
Yann Delabrière
Heleen Kersten
Ana de Pro Gonzalo
Alessandro Rivera
Frederic Sanchez
Donatella Sciuto

Committees

In performing its duties, our Supervisory Board is advised and assisted by the following committees:

  • the Strategic Committee,
  • the Audit Committee,
  • the Compensation Committee,
  • the Nominating and Corporate Governance Committee, and
  • the Sustainability Committee.

The committees all report to our Supervisory Board. Only members of the Supervisory Board can be committee members.

Strategic Committee  
Audit Committee  
Compensation Committee  
Nominating and Corporate Governance Committee  
Sustainability Committee  

Rotation Schedule

Members of our Supervisory Board are appointed by our General Meeting of Shareholders upon a non-binding proposal of our Supervisory Board, for one or more three-year term(s). The current rotation schedule of our Supervisory Board is as follows:

Name

Position

First appointed

Current term until

Maurizio Tamagnini Chairman 2014 2023
Nicolas Dufourcq Vice-Chairman 2015 2024
Janet G. Davidson Member 2013 2024
Yann Delabrière Member 2020 2023
Heleen Kersten Member 2014 2023
Ana de Pro Gonzalo Member 2020 2023
Alessandro Rivera Member 2011 2023
Frédéric Sanchez Member 2017 2023
Donatella Sciuto Member 2022 2025

 

Profile of the Supervisory Board

In line with the Dutch Corporate Governance Code, the Supervisory Board of ST unanimously adopted this profile of the Supervisory Board (the “Profile”).  The Profile may be amended from time to time, as deemed necessary by the Supervisory Board.

1. The management of the Company is entrusted to the Managing Board under the supervision of the Supervisory Board. Pursuant to the Charter adopted by the Supervisory Board, the Supervisory Board advises the Managing Board in performing its management tasks and supervises the policies of the Managing Board and the general course of the Company’s affairs and business.

2. The Supervisory Board consists of such number of members as is resolved by the General Meeting of Shareholders upon a non-binding proposal of the Supervisory Board, with a minimum of six members. The Supervisory Board is currently composed of nine members, who are appointed for one or more three-year term(s).

3. The Supervisory Board has adopted criteria concerning its scope and composition, taking into account the nature of the business, its activities, and the desired expertise, experience and independence if its members. Such criteria are evaluated annually by the Supervisory Board.

4. The composition of the Supervisory Board shall be such that the combined experience, expertise and independence of its members enables the Supervisory Board to best carry out the variety of its responsibilities and duties to the Company and all others involved in the Company, consistent with applicable laws and regulations.

5. Members of the Supervisory Board are selected on the basis of: (a) their specific business, financial, accounting, technical and/or legal expertise, (b) their prior professional experience, (c) the soundness of their judgement, (d) their ability to make analytical enquiries, and (e) their willingness to devote the time required to adequately perform their activities as Supervisory Board members.

At least one of the members of the Supervisory Board shall have relevant expertise in financial administration and accounting for large companies so as to qualify as a “financial expert” under the NYSE listing standards and the Dutch Corporate Governance Code.

6. Furthermore, the following criteria shall be observed for each member of the Supervisory Board:

  • Culture of integrity and ethical conduct;
  • Capability of assessing the broad outline of the overall policy of the Company and its business;
  • Ability to meet  the independence criteria, as established by the Supervisory Board and described in Annex 1 of the Supervisory Board Charter;  
  • Capability of operating critically and independently from the other members of the Supervisory Board, the Managing Board and senior management of the Company; and
  • Collaboration and communication skills.

7. The Supervisory Board aims for a diverse composition in the areas that are relevant to ST, such as nationality, experience, background, gender and age. When nominating a candidate for (re-)appointment however, the qualifications of the candidate, as well as the requirements for the position to be filled, shall prevail. With respect to gender diversity, the Supervisory Board strives to have at least 30% of either gender at any time.

8. None of the Supervisory Board members may maintain more than five memberships on boards of listed companies (including the Company) or Dutch non-listed so-called large companies or foundations, whereby a chairmanship shall count double, and furthermore without prejudice to applicable mandatory statutory rules and regulations.

For each nomination for appointment or re-appointment, the Supervisory Board shall adhere to this Profile and the provisions of the Supervisory Board Charter.