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
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.
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.
Our Strategic Committee advises the Supervisory Board on and monitor key developments within the semiconductor industry and our overall strategy, and is, in particular, involved in supervising the execution of corporate strategies and in reviewing long‐term planning and budgeting.
Members:
- Nicolas Dufourcq, Chair of the Strategic Committee
- Janet G. Davidson
- Frederic Sanchez
- Maurizio Tamagnini
- Paolo Visca
Our Audit Committee assists the Supervisory Board in fulfilling its oversight responsibilities relating to corporate accounting, reporting practices, and the quality and integrity of our financial reports as well as our auditing practices, legal and regulatory related risks, execution of our auditors’ recommendations regarding corporate auditing rules and the independence of our external auditors.
Our Audit Committee regularly reviews management’s conclusions as to the effectiveness of internal control over financial reporting and supervises the implementation of our corporate ERM process.
As part of each of its quarterly meetings, our Audit Committee also reviews our financial results as presented by Management/ and whistleblowing reports, including independent investigative reports provided in relation thereto.
Members:
- Ana de Pro Gonzalo, Chair of the Audit Committee
- Janet G Davidson
- Frederic Sanchez
- Donatella Sciuto
- Hélène Vletter-van Dort
Our Compensation Committee advises our Supervisory Board in relation to the compensation of our President and Chief Executive Officer and sole member of our Managing Board, including the variable portion of such compensation based on performance criteria recommended by our Compensation Committee. Our Compensation Committee also reviews the stock‐based compensation plans for our senior managers and key employees.
Members:
- Frederic Sanchez, Chair of the Compensation Committee
- Nicolas Dufourcq
- Donatella Sciuto
- Maurizio Tamagnini
- Hélène Vletter-van Dort
COMPENSATION POLICY FOR THE SUPERVISORY BOARD OF STMICROELECTRONICS N.V
Our Nominating and Corporate Governance Committee advises the Supervisory Board on the selection criteria and procedures relating to the appointment of members to our Supervisory Board and Managing Board, and the review of principles relating to corporate governance.
Members:
- Hélène Vletter-van Dort, Chair of the Nominating and Corporate Governance Committee
- Nicolas Dufourcq
- Frederic Sanchez
- Maurizio Tamagnini
- Paolo Visca
Our Sustainability Committee advises and supports the Supervisory Board in relation to its responsibilities in supervising, monitoring and advising on the Company's sustainability strategy, targets, goals and overall sustainability performance.
Members:
- Janet Davidson, Chair of the Sustainability Committee
- Nicolas Dufourcq
- Ana de Pro Gonzalo
- Maurizio Tamagnini
- Hélène Vletter-van Dort
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 |
|---|---|---|---|
| Nicolas Dufourcq | Chairman | 2015 | 2027 |
| Maurizio Tamagnini | Vice-Chairman | 2014 | 2026 |
| Pascal Daloz | Member | 2024 | 2027 |
| Janet G. Davidson | Member | 2013 | 2025 |
| Ana de Pro Gonzalo | Member | 2020 | 2025 |
| Frédéric Sanchez | Member | 2017 | 2026 |
| Donatella Sciuto | Member | 2022 | 2025 |
| Paolo Visca | Member | 2023 | 2026 |
| Hélène Vletter-van Dort | Member | 2023 | 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.