DSM-Firmenich AG (DSFIR) Earnings Call Transcript & Summary
May 8, 2020
Earnings Call Speaker Segments
Robert Routs
executiveLadies and gentlemen, shareholders, I hereby open the meeting and welcome you all in this virtual meeting, meeting shareholders, guests and all others interested to follow this virtual meeting. From those who follow this Annual General Meeting of shareholders of Royal DSM for the first time, my name is Rob Routs, and I'm the chair of the DSM Supervisory Board. This is a very special year, and I hope that you and your loved ones are in good health. The outbreak of COVID-19 virus has had an unprecedented impact in the world until now where we realize that we will only understand in the coming months the full social and economic consequences. At DSM, our primary responsibility is to protect health and safety of our employees, of our partners and, of course, also of you, our shareholders. That's why we have decided to use the opportunity that recently enacted legislation has provided, and it is to organize this AGM entirely virtually. This way, there is no health risk for anyone involved in our AGM. Connected to this virtual setup, we appreciate your understanding that English will be used as the main language during the meeting. Webcast viewers can choose to listen to the live Dutch translation. Let me briefly introduce the people joining me on this virtual platform. Of DSM's Supervisory Board, I'm accompanied by Pauline van der Meer Mohr, Chair of the Remuneration Committee; John Ramsay, Chair of the Audit Committee Meeting; And Irene Kennedy, Chair of the Sustainability Committee. Also, Thomas Leysen, whose nomination for appointment as Supervisory Board Member is on the agenda today is, present. Also, the members of the DSM Management Board, Geraldine Matchett and Dimitri de Vreeze, are present. Let me extend a special welcome to them and their new capacity as co-CEOs of the company since February 15 this year. I would like to welcome Erik Weusten and his successor Petra Groenland from the KPMG Accountants, the external auditor. In line with the Dutch Corporate Governance Code, the auditor is present to briefly comment on the audit opinion provided on the financial statements. Moreover, a welcome to Joyce Leemrijse, the notary overseeing this meeting, a partner with Allen & Overy. Voting for this virtual annual meeting was possible by written or electronic proxy, including voting instructions, granting your votes to the notary as independent party. The notary received proxies and voting instructions for a total of 157,696,342 shares being 73.6% of the issued capital eligible to vote. Today, the notary will supervise whether the conduct of this meeting is in line with all regulatory and statutory requirements. The registration date was Wednesday, the 10th of April, in line with the statutory term of 28 days, and you have the opportunity to consult the agenda and notes to the agenda on relevant information published on March 27 on the company's website. We had the opportunity to submit questions on the agenda items upfront by e-mail. We eventually received 34 questions in total. They were submitted by Mrs. Bos on behalf of Robeco. These questions were also asked on behalf Achmea Investment Management, NN Investment Partners, Triodos Investment Management, APG and MN. Also, the VEB, VBDO and Mr. Stevenson, on behalf of the Stifting [indiscernible]. The questions of Mrs. Bos were out about the impact of COVID-19 in relation to DSM's strategy. DSM's sustainable targets, the transparency on the STI targets and the way of responsibilities are distributed among the co-CEOs. The VEB asked us to react to the topics in their letter with attention points in times of crisis, touching on climate commitments, variable remuneration, auditor assessment and outside positions. Furthermore, the VEB submitted questions on topics such as, again, the impact of COVID-19, solutions selling through premixes in nutrition, early life nutrition, the partnership at Nenter, the acquisition of Glycom, the impact of African swine fever and capital allocation and the co-CEO model. VBDO questions were on climate-related financial disclosures, the sustainability of certain assessment of our suppliers and general pay parity. Finally, Mr. Stevenson's questions also touched on strategy, the Materials Business Solutions selling through premixes, Glycom acquisition as well as capital allocation in general, but also on Project Clean Cow and patent protection. Mr. Stevenson has also asked that -- as B members that are up for appointment or reappointment shall share their motivation, which they will do. The questions and answers have been posted on the DSM website this morning. Throughout the meeting, we aim to touch on as many questions as possible, such as those on the impact of COVID-19 on the company and questions on our business, which will be touched upon by the co-CEOs in their presentation. For a complete overview of all the questions and answers, please visit the DSM website. With this, I determined that the notice to convene this AGM has been done with due observance of all legal and statutory requirements. And therefore, for this ASM, qualified to take legally binding decisions. The meeting order for today will be as follows. For the sake of efficiency, we will first discuss all agenda items, including answers to some of the questions you've asked at the relevant agenda items. We will then share with you all voting results before eventually closing the meeting. Before moving to the first agenda item, I'd like to take the opportunity to thank Victoria Haynes, who is stepping down from the Supervisory Board and of course, Feike Sijbesma, who stepped down as CEO effective February 15. Let me start with Victoria, who joined us 8 years ago. Victoria, with your broad and in-depth applied technological knowledge, you have made critical contributions to many of our discussions. Before becoming a nonexecutive amongst us, you are President and CEO of the Research Triangle Institute International. That background in research and the procurement of technical services in a wide range of areas has served you and especially us very well. Thank you, Victoria, for your contribution to DSM and to its Supervisory Board over the years. It was always to the point that you never shied away from asking the one question that was in everybody's mind. We'll miss you. Having been DSM's CEO for 13 years, Feike's legacy covers a broad range of accomplishments. We are very grateful for Feike's tremendous contribution to DSM in his 32-year career at the company and most specifically, his years as CEO. Feike's visionary leadership inspired his team to transform DSM into a healthy, high performance, sustainable and innovative company. It went from being a built chemicals company into one which focuses on nutrition, health and sustainable living, generating a total shareholders' return of about 400%. Over more than a decade, DSM has significantly expanded its nutrition business, divested its noncore bulk chemical business and upgraded the materials portfolio. In addition to focusing on business performance and financial discipline, DSM repositions itself into the successful science-based company than it is today, purpose-led and performance driven, putting innovation and sustainability at the heart of the company and its strategy. Feike has demonstrated that a company can deliver financial and sustainability returns while creating value and purpose for all stakeholders. We wish Feike the best for his future. Feike recorded a message as he also wanted to briefly address you, the shareholders of our company. Let's have a look at this video message for you, and then this will be followed by the movie DSM Through The Eyes of Feike Sijbesma, where Feike shares vision for the company that has been guiding him as a CEO over the past 13 years.
Feike Sijbesma
executiveI feel privileged to say hi to all of you, shareholders of Royal DSM, at this virtual AGM. I have decided after being 13 years the CEO of DSM, in good cooperation with our Supervisory Board, to hand over my responsibilities as CEO. At that moment in time, late 2019, I could not have envisioned that today at my departure, we would live in corona time. Therefore, above all, I hope that you and your beloved ones are healthy and that you understand why this AGM is virtually. 33 years of DSM, 20 years in the managing Board and 13 years the CEO of this beautiful company, DSM. We transformed the company from a bulk chemical company to the company we are today, in nutrition, health and sustainable living. An innovative company, a sustainable company, a company with a clear purpose for society, a company we're doing well as a company goes together with doing good for the world, a company we all can be proud of, amongst others yourself because we also took care in that whole transformation of you, our shareholders, with 450% of total shareholders returns, 3, 4x better than the average index in the Netherlands. I think we all can be proud on DSM, a company focused on the long-term, a company focused on our customers and serving their needs, a company focused also on the needs of our shareholders, yourself. A company which serves society as a whole. A company, and I speak with really and, a lot of pride, can be proud on our own employees who made it all possible. I'm also proud on our Supervisory Board, with whom I worked close together, especially with our Chairman, Rob Routs. Together with him, we interacted with you, shareholders, together with him, the whole Supervisory Board helped us as a Managing Board to be successful. Thanks for that. And with great pride. I also thank 2 people who were very close to me over the recent years, Geraldine Matchett and Dimitri de Vreeze. Together, we shaped the company in the recent years. And I'm so proud that Dimitri and Geraldine lead the company from now on, and I full trust in them. I officially handed over my responsibilities as CEO to Geraldine and Dimitri mid-February. Since then, it has been a roller coaster, not so much only the switching off from DSM, but also the entering into the corona crisis. And as some of you know, the Dutch government asked me to act as a special corona envoy for the Dutch Cabinet. And I do all what I can do to help us through this crisis, the biggest crisis we all have been in, in our lives. DSM is standing firm in this crisis, and I'm proud on all the people in DSM, what they have delivered and how they are performing. I'm very grateful for all of you, shareholders, who've given the trust for so many years and I trust again that you give the same trust to my successors. DSM is a company which is purpose-led and performance driven. I will continue to help DSM, there where needed, there where Dimitri and Geraldine ask me as Honorary Chairman. I can leave DSM. DSM will never leave me. You'll always stay in my heart. And last, once again, thanks to all of you, shareholders of DSM, for the years of trust and cooperation, and I wish you all of the best. Thanks. [Presentation]
Robert Routs
executiveThank you, Feike. Well done and we owe you. And Feike, we know. Before I now give the floor to the new co-CEOs, I would like to compliment him and the whole team with the results achieved in 2019. 2019 was again a record year for DSM, in which the company performed very well. Of course, the first quarter of this year brought all the challenges of managing the COVID-19 outbreak and its economic impact. But also in that context, I think the team can be very proud of the way these challenges have been addressed so far. What I want to especially applaud them for, however, is that from day 1 at the outbreak, they have put the health and safety of all the people working at DSM or with DSM first. The company has taken very early measures, and everybody at DSM and involved at DSM has benefited from that today. So thank you, Management Board and Executive Committee for leading the company as you did and do and navigating so well through the crisis and the COVID-19 outbreak. Our complements. Now let's move on to agenda Item 2, the annual report 2019 by the Managing Board. Geraldine and Dimitri, the floor is yours to comment on the annual report for 2019 by the Managing Board. Dimitri, over to you.
Dimitri de Vreeze
executiveThank you, Rob. Extremely pleased to welcome you here via this digital world, this digital AGM on behalf of Geraldine and myself. I would like to lead you through the annual results of 2019, but I would like to shape the context in where Geraldine and myself, with the whole Executive Committee and in fact, the whole of DSM is working. Next slide, please. This is a slide where we both work from our own home office. And we are sending a message to the whole of DSM and to the whole of the world, in fact, that together, we stand strong at one DSM. And we have moved in one weekend to work at home for 9,000 employees working on our digital platform with team meetings based on our fantastic IT infrastructure. And with that, we have kept DSM alive. And I would like to take this opportunity to thank everybody within DSM for this fantastic effort in this COVID-19 crisis. Let me move to the next slide to give you some insight on the 4 topics we would like to present to you. I will remind you about the DSM strategy, just to refresh your mind, then Geraldine will lead you through the 2019 highlights, where I will give you a bit of progress per business group, and Geraldine will close off with our quarter 1 2020 highlights, where we basically presented our quarter 1 results just yesterday. Next slide. For most of you following DSM very closely, you know this slide. This is our strategy where in the Managing Board, we basically fully are behind. And our strategy is a purpose-led, performance-driven company. We started with investigating what our competencies are as DSM, and we tried to combine that with what do we see in the world, what are the so-called megatrends, learning from the sustainable development goals, as been developed by the United Nations. And we try to find combinations of where we have competencies, where there are megatrends and where there are sustainable department goals, which really, really makes sense for us. And combining these 3 components, we found 3 focus domains of which DSM could and should play a role. The first one is in Nutrition & Health, the second one is in Climate & Energy, and the third one is around Resources & Circularity. And by doing so, using our competencies linked to these megatrends, we can create a long-term, sustainable growth company, which then also lead into financial targets, which underpin our purpose, and you see that on the right-hand side of the slide. So building it up from the outside, looking in what DSM can bring and then add financial targets to it. Next slide, please. If you then do a double check on the 3 focus domains you see on the left-hand side, being Nutrition & Health, Climate & Energy and Resources & Circularity, how do they link into the sustainable development goals. And you can see that per focused domain, we at least have 1 or 2 links with the sustainable development goals. And if you look at our annual report, this is also a guiding principle. We report around the focused domains, and we want to link that to the sustainable development goals. Next slide, please. And if a company has the capability and is having the responsibility to do well by doing good, you need to be committed to these responsibilities to society. And therefore, we have agreed within the executive team that we would support a few of these platforms and support means that we want to play a good role, a committed role in all of these platforms. So you see here a few of them, the main ones where we do play a role, World Economic Forum, the WBCSD, a lot of those around carbon pricing in the leadership coalition. And either the Executive Committee or Geraldine or myself, or other directors in DSM support these platforms to radiate our commitment to our responsibilities to society. And having said that, I'm very happy to hand over to Geraldine to give us some of the 2019 highlights. Geraldine?
Geraldine Matchett
executiveThank you, Dimitri, and thank you for this nice introduction on what we stand for. Now indeed, let's switch to the highlights of 2019. I will start by looking at the overall performance of the company, and then I'll hand back to you for the business-by-business highlights. So if we go to the next slide. If we think back to 2019, well, we started the year with an outlook, which said that we would deliver a mid- to high single-digit EBITDA growth because we had some concerns around the macroeconomic environment. And after our Q1 results last year, we decided to increase our outlook and actually guide towards a high single-digit EBITDA growth, perfectly in line with our strategic ambitions. There was, at the time, a general view that the economy would start moving again after the rather slow, even slowdown quarters at the second half of 2018, and we decided to factor that in at that point. Well, as it turns out, the economy in 2019 did not pick up. Actually, on the contrary, we continue to see rather a decline in economic activity pretty much worldwide. And in addition, our animal nutrition business was faced with a very severe African swine fever crisis in Asia, creating an even bigger headwind throughout the year. And Dimitri will come back on some of these when we look at each of the businesses. However, despite all of this, and thanks to the hard work and the engagement of everyone in DSM, we delivered indeed, as our Chairman just said, another record year. We delivered sales up 2%. We delivered an adjusted EBITDA, up 10%. We delivered net profit, up 8%, and we improved cash generation by 47%. Next slide, please. Now if we have a look at the overall performance of DSM, it's always good to look at it in the context of more than 1 year. And here, we've put together a slide that shows our ambitions and our performance over the 4 years, 2016 to 2019. So the small bubbles are the ambition in dark green, I think, and the bigger bubble are achievement. And it's good to see that the performance is not just a onetime. If we look at our Nutrition business, our aim is to have an organic growth above the market growth of 2%, 3%, and we have been delivering 5%. In our Materials businesses, we have the ambition to grow our volume growth more than 2%, 3%, and we are tracking on 2% despite the market conditions. When it comes to EBITDA, we have said that we are aiming for high single-digits EBITDA growth, which basically means between 7% to 9%, and we have actually delivered 11%, if you look at the last for 4 years. And last but not least, we always look at the return on the capital that we use. And here, our ambition is to improve that by 1% or 100 basis points, and we have actually delivered 1.2%. So the performance is not just in 2019, but has been over the last few years. Now next slide, please. Now as you know, we are a 3P bottom line company. Triple P: people, planet, profit. So it's always good to also have a look in brief at the highlights of our people achievements and planet achievements. But I have to say there is a lot more information in our integrated annual report. So this is only really a snapshot of some of the key KPIs that we use to track our performance in planet and in people. And let me start with planet. So what you see here is that our greenhouse gas ambition has been to reduce, of course, our greenhouse gases, and we are currently tracking at 17% reduction since 2016. That's our baseline. And that our ambition is to be 30% reduction by 2030. Now we have also announced that we have the ambition to get to net 0 by 2050. The other KPI that's very key is energy efficiency. And here, we had a very good performance in 2019, improving by 2.3% year-on-year, when our ambition is to at least improve by 1%. And third, we have here our renewable electricity. So we have had an ambition to bring our energy consumption, our electricity from renewable sources to 50%, and we are already there. So what we've done is that we've actually increased our target and now we are going for 75% by 2030, and maybe we can go a bit faster than that. We'll have to see. So these are 3 key KPIs, but not the only by far on our planet ambitions. And if we look at our people ambitions, I will start here with our engagement. And you see here that the engagement at DSM remains very solid, and we have 74% of our colleagues saying they're engaged or very highly engaged, and we are very glad with that. You also see here that our performance around safety is highlighted. Now you may recall that in 2018, we were not happy with this particular KPI. In fact, we saw it deteriorate and it's something that we really took to heart. A lot of actions were taken by everyone across the organization in order to bring back our frequency index to something more acceptable. And we are pleased to report that in 2019, the frequency index is now 0.28, which is very close to the best performance we've ever had. Having said that, it's only part of the journey and we only can afford to go in one direction, and that is to continue to improve on our safety. And the last one here is on diversity. Here, it is one KPI out of many, but we now have in our company, female executives representing 20% of our executive population. The last one you see on the slide on the right-hand side are our Brighter Living solutions. Now some of you may remember that these are the sales of our products and solutions, which are either ECO+, which means best-in-class in terms of our environmental footprint, or People+ in terms of our social impact. And here, we are tracking very healthily at 63% of our sales being Brighter Living solutions, pretty much in line with our target of increasing that to over 65% by 2021. Now if we go to the next slide. Now this is all increasingly recognized by the world around us, which is, by the way, very nice. We see this in different ways. We see it through the fact that we got a lot of awards. And you see here, I won't read through them, a whole number of awards where we continue to be recognized for these achievements, whether it be on sustainability, whether it be as the best employer, or even as the most innovative companies. So that is very, very encouraging. What is also encouraging on this slide is that these recognitions come not only from nearby, from our countries in Europe, but also Singapore, the global rewards like with Forbes, with China, with Brazil. And that leads me to the second way that we know this is recognized, and that is that we have an increasing following from investors with a very strong ESG focus and we are also ranking very high in our ESG rankings. And you see here some that are mentioned, such as sustained analytics, where we also have a AAA rating with MSCI. And these rankings are incredibly relevant and making us probably one of the highest-rated ESG stock certainly in Europe. Last but not least, I would like to comment here on climate change. We continue to be fully committed to be a front-runner when it comes to climate change. Now in our integrated annual reports, you can see that we have made a lot of progress in terms of increasing our disclosures in line with the TCFD requirements, which is the Task Force on Climate-Related Disclosures. And the last bullet you have on this point actually refers to the fact that CDP has rated our climate change strategy as level A-, which is pretty much the highest level. So we are proud of that as well. Next slide, please. Now if we put all of this together, the hard work of all of our colleagues, but also the impact, not only on the commercial side, but also on our BBB bottom line, well, it has translated into shareholder value. In 2019, our share price exceeded its all-time high. And clearly, as you can see on this graph, outperformed the AEX, but also the Dow Jones Chemicals Index. And I have to say that we are very happy that by this, it can demonstrate that all that we do is not only for doing good, but it is also for doing well. And on the right-hand side, as you know, we are very committed to our promise of delivering a dividend, which is either stable or preferably rising, and this graph demonstrates that very nicely, which is why, today, at the Annual General Meeting, we are proud of proposing a dividend of EUR 2.40, which is 4% up on a dividend last year. Now that was the overall picture for the company. And now, Dimitri, back to you for the business-by-business news.
Dimitri de Vreeze
executiveYes. Thank you very much, Geraldine. Let me give you a bird's eye view on how the businesses performed in 2019. So next slide, please. And I will do that business by business. But let me start with Nutrition. And before I dive into animal nutrition, human nutrition and the other nutrition pieces, I think the overall nutrition business did pretty well with 5% growth in 2019 versus prior year and a linked 12% adjusted EBITDA growth while keeping the EBITDA margin above 20%, which basically is the percentage we've set in our strategic period, above 20%. So clearly, a really good year for 2019. Let me give you some color per business. Let's start with animal nutrition. Next slide, please. Animal nutrition had a very good 2019, although it was impacted by the African swine fever. Nevertheless, the total sales growth was 5%. And that showed the beauty of our business model, which we've built in animal nutrition. With, on the one hand side, a global product portfolio, and on the other side, finding the ways of translation to come to the local solutions with a global fantastic premix network around the globe. During 2019, we finalized our acquisition/joint venture, where we have the majority with Nenter in Vitamin E, which basically has been stopped the moment that we acquired it because we needed to have that upgraded, not only from a safety perspective, but also from a process technology perspective. So we never jeopardize safety and process technology on all acquisitions and joint ventures we do. Then on animal nutrition, we have 2 very interesting big tickets, big innovation plays out there. One is Veramaris and the other one is Clean Cow. You most probably have heard about these 2 big tickets linked to animal nutrition if you follow DSM very closely. And I'm very happy to say that Veramaris, with the initial startup in Blair in Nebraska, we have come to a commercial scale-up, which have been successful. And today, even the Veramaris-related fish oil, which is algae-based, so it's not fish from the ocean, because that's what we normally do, and then we feed it to sell. Now this is algae-based. We segment and position these algae-based, fish-oil-fed salmon in -- for instance, in Germany, with the companies called Lingalaks, that's the brand. It's at Kaufland in Germany. So any German viewers, you would really help us in buying salmon from Lingalaks. By the way, that's a big advice, which Geraldine and myself give to all of you, all viewers and all shareholders because it's not only helping DSM, but it's also good for your health and your omega-3 content. So having said that, animal attrition overall had a really good 2019. And closing off the Clean Cow initiative is something where we have filed EU authorization, and we're waiting for their response. Then let's move on to human nutrition. Next slide, please. Human nutrition had a good year with a 3% growth, where human nutrition predominantly had a very good growth in medical nutrition, medical nutrition/pharma, and dietary supplements. And I hope that everybody has taken its multivitamins this morning because it really helps building on your health. And certainly in this COVID-19 circumstances, we advise you not only helping DSM by taking multivitamins, but also here helping your health. And during 2019, in the area of personalized nutrition, we've closed an acquisition of AVA, and AVA is a digital platform which help us to create advice on what type of personalized nutrition we would like to advise to our consumers. That is absolutely something where we see future, where we go from generic nutrition into personalized nutrition. It will be a journey that we feel DSM has a role to play, and we were very happy that we could conclude the acquisition of AVA. Next slide, please. Then going from animal nutrition to human nutrition to other nutrition, we have 2 interesting businesses, Food Specialties and Personal Care, which did very well, both did very well in 2019. Food Specialties sales grew with about 17%, of which 4% organically because we did an acquisition of Andre Pectin and we did an acquisition of CSK. We closed end of last year. And CSK is well-known for their cultures in brand [Foreign Language] So for the Dutch viewers, if you want to do us a favor, then by [Foreign Language] because CSK is well positioned in that segment. Next to that, a big ticket around stevia, and the project name is Avansya. The company name is Avansya. We started up production also here in Blair in Nebraska with the fermentation process, which is under control, and we are scaling up and we're expecting commercial products to be tested throughout the first half of 2020. So that was Food Specialties. I also would to take a bit of time for Personal Care 2019, some filters, great growth with about 11%. Although Personal Care is currently hit by COVID-19 because people are taking less and less holidays. But Geraldine will refer to that if we get some highlights/lowlights for quarter 1. Next slide, please. The materials. Materials is heading into a different context in the second half of '19, as Geraldine explained earlier. So we had a relatively good start of the year, but the macroeconomic context did not pick up for the second half. And that led to a material sales, which went down with 6%, predominantly in Engineered Materials and partly in resins and functional materials. But the good news is that the resilience of our specialty portfolio shown that although top line was under pressure, the profit results in adjusted EBITDA was almost flat. It was 1% down, but we like to use the term almost flat. That sounds slightly better. But in fact, if you look at down 6% versus adjusted EBITDA down 1%, it shows the resilience of our portfolio and the actions taken. Positive quality of the portfolio went up from 17.6% in 2018 to 18.5%, which is nicely in a range of our strategic plan we set between 18% and 20% for the materials cluster. Next slide, please. Then let me give you some flavor around the 3 business groups, of which Engineering Plastic is the biggest one. Engineering Plastics was a bit hit in the second half by business conditions which were difficult. The Electrical & Electronics segment saw some signs of recovery, and that's important for Engineering Plastics because we are basically in every handheld device in the world with all the big brands. Let's be aware that also Engineering Plastics, which is renamed as of the first of January 2020 into Engineering Materials, that Engineering Materials played a key role in developing and producing the materials for the no swaps, which we have now announced yesterday. Geraldine will highlight that in her section. That is made out of materials produced in one of the sites of Engineering Materials. Resins & Functional Materials reported a minus 6% growth, predominantly because of building and construction. On the other hand, DRF had also difficulty in what we call the 4G network linked to 5G networks. It's a key player in the market of fiber optic materials for the 4G and 5G networks, where 5G networks were delayed and that the 4G networks investments were a bit on hold, depending on what happens with 5G. So we either will need to reinvest in 4G or 5G networks will be launched. So we will see how that will evolve in 2020, but 2019 was a year of parking. Be aware that the 4G and 5G networks are serviced by DSM fiber optic materials, whether it's 4G or 5G. And certainly, these type of digital AGMs will really be helpful for these type of businesses because bandwidth is absolutely needed. And if you want to have reliable bandwidth, obviously, you need to use DSM material. Then last but not least, the Dyneema business. That business is by the 1st of January being renamed in DSM Protective Materials. Still using the brand, the product brand of Dyneema, but showing the larger scope of that business. That business is there to protect people and their environment they live in, and that is important for future growth. And having said that, a bird's eye view for all the businesses, I hand over back to Geraldine for 2020, quarter 1.
Geraldine Matchett
executiveThank you very much, Dimitri, for that bird's eye view by business of last year. And now let's move to our first quarter for 2020. Now if we go to the next slide, please. There is no way for us to start talking about this quarter without starting with the COVID-19 crisis, of course, and the way that we have been coping with it. Now we have received many questions, as mentioned our Chairman, on this subject. And I will give you some information as to how we have coped. First and foremost, it was all about the safety of our people and our partners. We were lucky in some respects because we have over 5,000 colleagues in China. And as a result, we have been made aware very early that this was very serious. So we were able to take all the necessary actions to basically, where needed, asked our colleagues to stay at home, put shifts our plants, put all of the hygiene measures that were necessary to keep everyone safe. And as a result, we are very, yes, happy, if one can be happy in these circumstances, that we only have a handful of cases where colleagues had to self-quarantine because of COVID. Now also what is worth highlighting is that throughout this period, production sites have been able to stay open and continue to supply. Now this was done, thanks to the incredible dedication of colleagues around the world that found ways of coping with various restrictions on supply chains and all sorts of difficulties. But it enabled us to continue to supply our products and solutions, which most governments have actually classed as vital and essential, which was, therefore, very necessary for our customers as well. During the period, we have asked the majority of our colleagues who can to work remotely. And that's also a highlight of this quarter, is that in a very short period of time, we have been able to transition 9,000 colleagues virtually overnight to working from home, like Dimitri and myself have been doing for many weeks now. And we are extremely proud of the way that everybody has responded to this challenge and has shown dedication, creativity, energy and effectively have stayed extremely well connected to keep the company going. We, of course, in this circumstance, also want to take care of everyone's not only physical health but also mental health. And this has been done by providing extra support when necessary to support our colleagues take care during these very unusual times. Now thanks to all this, and if we move to the next slide. We were in a very fortunate situation yesterday of announcing to the market that we have had a very solid quarter in Q1, given the circumstances. Why do we call it solid? Well, because sales and our EBITDA remains stable. Now if we look in short, what we have seen is our nutrition business has delivered 4% sales growth. Now it had a very interesting quarter in a sense that we saw an acceleration of the demand for our products, partly because of the Corona challenge around the world. And when we try to quantify the increase in sales related to this, it's maybe 1% in the quarter. But one thing is for sure, is that our products are very relevant, be it the dietary supplements that enable people to stay healthy, but also all of our animal nutrition goes into the food space. And of course, a lot of our materials are used amongst others in medical equipment, which is critical right now. So our nutrition business, 4% sales up, and I have to say a strong momentum going into the second quarter. For our materials businesses, we saw a little bit the opposite in the sense that at the end of the quarter, clearly, with the lockdowns in so many countries, a lot of our customers saw their sites being closed. And as a result, we saw our sales go down, with volumes down 6% and the EBITDA down 7%. And we will continue, no doubt, to see some difficult times for the coming weeks until step-by-step and very carefully, we will be able to maybe exit somewhat this lockdown status. Now on the back of these commercial efforts, we were able, as you can see on this slide, to also announce a net profit up 8% for the period. And we were very disciplined in terms of our cash utilization, and you see here that our cash generation was good. Now the most important bullet point on this slide is clearly the outlook. Now on the back of what I've just said, we found ourselves in the situation of having a nutrition business that is resilient, that is essential and has been able to function. And therefore, we are able to provide some guidance here. And we are expecting that nutrition can deliver at least a mid-single-digit EBITDA growth in 2020. However, for our materials businesses, the visibility is just not there. And like all of our peers in the materials space, we find it difficult to provide an outlook which makes sense. And therefore, we have suspended providing any guidance at this stage for our materials businesses. And this has been done by providing extra support when necessary to support our colleagues take care during these very unusual times. Now thanks to all this, and if we move to the next slide, we were in a very fortunate situation yesterday of announcing to the markets that we have had a very solid quarter in Q1 given the circumstances. Why do we call it solid? Well, because sales and our EBITDA remains stable. Now if we look in short, what we have seen is our Nutrition business has delivered 4% sales growth. Now it had a very interesting quarter in the sense that we saw an acceleration of the demand for our products, partly because of the corona challenge around the world. And when we try to quantify the increase in sales related to this, it's maybe 1% in the quarter. But one thing is for sure is that our products are very relevant, be it the dietary supplements that enable people to stay healthy, but also all of our animal nutrition goes into the food space. And of course, a lot of our materials are used, amongst others, in medical equipment, which is critical right now. So our Nutrition business, 4% sales up, and I have to say a strong momentum going into the second quarter. For our Materials businesses, we saw a little bit the opposite in the sense that at the end of the quarter, clearly, with the lockdowns in so many countries, a lot of our customers saw their sites being closed. And as a result, we saw our sales go down with volumes down 6% and the EBITDA down 7%. And we will continue, no doubt, to see some difficult times for the coming weeks until, step by step and very carefully, we will be able to maybe exit somewhat this lockdown status. Now on the back of these commercial efforts, we were able, as you can see on this slide, to also announce a net profit up 8% for the period. And we were very disciplined in terms of our cash utilization, and you see here that our cash generation was good. Now the most important bullet point on this slide is clearly the outlook. Now on the back of what I've just said, we found ourselves in the situation of having a Nutrition business that is resilient, that is essential and has been able to function. And therefore, we are able to provide some guidance here. And we are expecting that Nutrition can deliver at least a mid-single-digit EBITDA growth in 2020. However, for our Materials businesses, the visibility is just not there. And like all of our peers in the Materials space, we find it difficult to provide an outlook which makes sense. And therefore, we have suspended providing any guidance at this stage for our Materials businesses. Now another piece of news, which is quite recent, is that we closed an acquisition on the 1st of April called Glycom. And for this, if we go to the next slide, Glycom is a producer of HMOs, which are human milk oligosaccharides, which is quite a term, but basically, it's one of the essential ingredients in human breast milk, their carbohydrates. And what they do is that they are prebiotic, which really helps the development of intestinal flora in babies, and that enables the immune system to be strong and also facilitates cognitive development. So we were very pleased to be able to acquire Glycom as it is the leader and both in terms of production, but even also in terms of research and development in this area, will enable us to continue to be a very meaningful player in early life nutrition. So there is a very strong strategic fit. Now we got some questions ahead of this annual general meeting on the valuation and on the relationship with one of the key customers, which is Nestlé. So in terms of the valuation, this company was acquired about 15x the EBITDA for 2021. Now this is a bit unusual to quantify the valuation towards a 2021 earnings profile. But in fact, in this case, it makes a lot of sense because Glycom has been working very closely with Nestlé in the development of the product, and there are some contracts which also give us a lot of confidence that we will be reaching that growth without even contributing the synergies that we believe are very significant for DSM. So very confident about this acquisition for infant nutrition. Though, also excited because the applications for HMOs slightly go beyond early life nutrition, but also adult life nutrition. For instance, on irritable bowel syndrome, so we will be working on that, and even into the pet nutrition space. So a lot to look forward to here. And to close my comments on the start of our year, let me move to my next slide. And that is that while we have been spending a lot of time, of course, taking care of DSM, our people, our customers, our suppliers, we have also spent a lot of our energy and passion helping our communities that are around us within this incredible crisis. Around the world, we have been providing immune-optimizing vitamins and probiotics to the frontline health care workers. And this has been extremely well received, be it from Latin America to the United States, all the way to our colleagues in China as well and, of course, in Europe. Now closer to home, for those of you in the Netherlands, we have also made many, many steps to support the fight against the coronavirus in the Netherlands. And a couple of highlights here include the production of sanitizer, in fact, in quantities, quite significant, 130,000 liters, which equates to 260,000 bottles that you see here. And these have been through the government distributed to the hospitals to help when there was a real shortage of sanitizer. Through consortiums, we have also been very rapidly helping the design of new face masks, and we will be heading towards 1 million face masks being produced per week. And as mentioned earlier by Dimitri, through prototyping with 3D testing and special materials, we are now able to announce that there will be the production of 2.8 million nose swabs taking place, which basically meets about 3 months of demand in corona testing kits in the Netherlands. All of this has been done because we believe that it is our duty to help wherever we can, and we are extremely proud of how quickly our colleagues have been able to contribute. And to give you an idea, all the materials that go into these products are donated, so is the time and the R&D, et cetera, that goes with it. So we are very proud of that. Now moving to my next slide. I just want to round off by saying on behalf of Dimitri and myself, firstly, a big thank you to all of our colleagues for your absolutely amazing dedication and resilience these last few weeks within corona, but also generally, also, of course, in 2019. So a big thank you to all of you. I would like to thank our Supervisory Board for your continued support and all your wisdom. I would like to thank, of course, all of you, our shareholders, for your continued support and trust to DSM. And on this very special annual general meeting, I would like to thank Feike for being our mentor for so many years and for trusting us with your precious legacy. And I'm sure we will continue the journey that you were so proud to lead us through over the last few years. So with that, a big thank you. Stay safe, stay healthy, stay well. Chairman, I hand over back to you.
Robert Routs
executiveWell, thank you both, and it's a great sketch of what the organization is able to do at DSM. The third agenda item is the remuneration report 2019. It's on the agenda for an advisory vote for the first time. Pauline van der Meer Mohr, Chair of the Remuneration Committee, will give short explanation based on the information in the remuneration report and in the notes to the AGM agenda. So Pauline, the floor is yours.
Pauline Françoise van der Meer Mohr
executiveThank you, Rob. After this inspiring introduction by Geraldine and Dimitri, let me turn to the remuneration report. And with more than 97% in favor, the annual general meeting in 2019 approved the remuneration policies both for the Managing Board and for the Supervisory Board. Both policies were established in accordance with the EU Shareholder Rights Directive as converted into Dutch legislation in December 2019. Obviously, the 2019 remuneration is based on these approved policies, and I would like to briefly highlight some aspects here. The average base salary adjustment was 2.2%, in line with the salary development of the labor market peer group and the average salary adjustment of DSM executives in the Netherlands. DSM's strong performance in 2019 is reflected in the incentive schemes. The long-term performance targets related to the performance share units granted in 2016 have all been overachieved, resulting in maximum vesting. The picture is more nuanced for the performance targets tied to the short-term incentive plans over 2019. With an average achievement of 54%, the overall achievement was slightly above target, underpinning DSM's principle to set challenging yet achievable targets year-on-year. All members of the Managing Board have converted the maximum of 50% of their gross short-term incentive achieved over 2019 into shares to be kept for a longer period. As such, they expressed their confidence in the company's strategy, aligning the longer-term interest of the shareholders and the members of the Managing Board, respectively. At the end of 2019, all members of the Managing Board comfortably met the minimum shareholding requirements. As to the CEO pay ratio at 41:1, the ratio is virtually unchanged compared to 2018. And in accordance with the regulatory and corporate governance framework, the remuneration of the members of the Supervisory Board is only fixed and in cash, not in shares. For today, you had the opportunity to cast an advisory vote on the 2019 remuneration report for both the Managing Board and the Supervisory Board. I would like to explain some aspects in more detail. For the first time, we issue a remuneration report based on the so-called EU Shareholder Rights Directive and its conversion into Dutch legislation. When preparing this report, the Remuneration Committee applied the following guiding principles: first of all, further simplifying the reporting where possible; and secondly, maintaining and, where possible, further strengthening the transparency of our reporting. And since our reporting practice, fortunately, already largely complied with these requirements, the 2019 remuneration report does not contain significant changes compared to previous years. Concerning the realization of the performance targets underlying the incentive programs, DSM remains as transparent as possible without disclosing business-sensitive information. This is in the interest of all stakeholders and also confirmed in the regulatory framework. Note that this year, we have introduced 5 categories of target realization to further enhance transparency. A new item is the 5-year overview of the development and remuneration and key company performance parameters. This overview is intended to further clarify the level of correlation between pay and performance. This is less obvious, however, with regards to average employee remuneration. The relative pay at risk tends to be significantly lower for the average employees than for members of the Managing Board. The picture is further distorted by factors such as exchange rate, M&A activities and the impact of restructurings. However, all in all, the Remuneration Committee has concluded the remuneration of the Managing Board and the company performance are generally very well aligned. The reporting on the 2019 Supervisory Board remuneration has also been aligned with a new regulatory framework. In executing its tasks and responsibilities, the Remuneration Committee will continue to work in the tradition of applying best practices in corporate governance. Thank you for your attention. Rob, back to you.
Robert Routs
executiveThanks, Pauline. The next agenda item is the adoption of the financial statements for 2019. The financial statements drawn up by the Managing Board were approved by the Supervisory Board on the 26th of February 2020, and they're now on the agenda for adoption by this meeting. The financial statements 2019 have been audited by the external auditor, and the auditor's opinion has been included in the integrated annual report. I would like to invite Erik Weusten, the auditor, to give a brief presentation on the audit work of KPMG. As he has reached this maximum term as lead auditor with the company, Erik will hand over to Petra Groenland, and he will briefly introduce her as well. Erik, over to you.
Erik Weusten;KPMG
attendeeThank you, Mr. Chairman. Good afternoon, ladies and gentlemen. My name is Erik Weusten. I'm the external auditor of KPMG responsible for the audit of the financial statements of DSM. KPMG has been the external auditor of DSM from 2015. I will elaborate on our audits and our audit opinion on the financial statements. My presentation follows the structure of our audit opinion. We have audited a consolidated and parent company financial statements of DSM. In addition, we have audited the sustainability information and issued a reasonable assurance report thereon. My presentation continues with the audit of the financial statements. Next slide, please. Our audit results and an audit opinion. We issued an unqualified audit opinion. This implies that the financial statements give a true and fair view in accordance with EU IFRS and Part 9 of Book 2 of the Dutch Civil Code. We, furthermore, assessed that the report by the Managing Board and other information in the integrated annual report is consistent with the financial statements and does not contain material misstatements. Next slide, please. In our audit reports, certain elements are of importance, being, first of all, our risk assessment. During our audit and performance assessment focused on areas, whether risks, misstatements in the financial statements is the highest. In addition, materiality is of importance to determine the nature and extent overall of procedures and the evaluation of any identified audit misstatements. For the 2019 audit of DSM, we determined the materiality for the financial statements as a whole at EUR 45 million. The statements in excess of EUR 2 million are reported to management at the Supervisory Board. We applied a top-down approach. From an efficiency point of view, we assess which procedures are performed centrally by us and which are performed at local level. Audit procedures related to goodwill acquisitions, tax, legal claims and nonrecurring items are mostly performed centrally by us. In certain countries, as selected by us, local KPMG auditors perform audits for the purpose of the consolidated financial statements. The scoping of local entities is based on the size and risk profile of these entities. This resulted in a coverage of 73% of total sales and 76% of total assets. The coverage for 2019 is in line with 2018. The remaining [ 73% ] of total net assets, net sales and 24% of total assets consists of a number of smaller entities, over which we perform analytical procedures to validate our assessment that there are no risks of material misstatement within these entities. The KPMG auditors performing procedures for the consolidated financial statements work in accordance with our instructions and under our supervision. Important DSM entities and auditors are visited by us. In 2019, we visited the countries as mentioned in our opinion, being the U.S., Switzerland, China, the U.K. and shared service center in India. For complex audit areas, we involve our KPMG specialists. This relates to specialists in the area of valuations, IT, tax, pensions and forensic specialists. Next slide, please. Throughout the year, we are working on the audit of DSM. Regularly, we discuss our audit observations with management and the Audit Committee. We attended all Audit Committee meetings and one meeting with the Supervisory Board. We communicated our audit observations in writing in our management letter and our report on the audit. We have communicated our key audit matters to Management and the Supervisory Board. The key audit matters are included in our audit opinion, given their financial impact on the financial statements and the complexity and judgment required. Similar to last year, the valuation of goodwill was a key audit matter due to the significance of the amount and management's judgments and assumptions involved. As described in our audit opinion, we consider management's key assumptions and estimates to be within the acceptable range. Compared to last year, we have added, as a key audit matter, the accounting for acquisitions as the total number of acquisitions in 2019 was significant for the financial statements. Last year's key audit matter about the divestment of DSM Sinochem Pharmaceuticals is not included anymore in 2019 given the one-off nature of the divestment. This covers my presentation on the audit. Thanks for your attention. As mentioned by the Chairman, in line with auditors' independence rules, which, amongst others, contain a rule that an external auditor of listed company can only have a maximum term of 5 years, 2019 was my last year as external auditor of DSM. My successor, Petra Groenland, will introduce herself now.
Petra Groenland;KPMG
attendeeThank you, Erik. Good afternoon, ladies and gentlemen. My name is Petra Groenland. I'm a partner with KPMG accountants in the Netherlands, and I've taken over the lead external auditor role for DSM from Erik Weusten starting with the audit for the 2020 financial year. In transitioning on to the DSM audits, I spent time getting to know the company and familiarizing myself with the financial and the sustainability audits. I went through an introduction program and met individuals from DSM and joint meetings with the Managing Board, the Supervisory Board and its Audit Committee. I'm looking forward to be the lead external auditor on the DSM audits and seeing you next year. Chairman Rob, I hand it back over to you.
Robert Routs
executiveThank you, Petra, and thanks to Erik. And let me use this opportunity. Thank you, Erik, for the work with DSM over the past years, for all the challenges, your always constructive approach and your high integrity standards. We wish you all the best for the future. Welcome, Petra. We're looking forward to work with you. Next on the agenda is the reserve and dividend policy as well as the adoption of the dividend on ordinary shares for 2019. We are looking at Point 5 and Point 5a and 5b of the agenda. Reserve policy and dividend policy. The reserve policy is unchanged compared to last year. The reserve policy is closely linked to dividend policy. Every year, the Management Board, with the approval of the Supervisory Board, decides which part of the profit is to be appropriated to the reserves. The portion of the product and remaining and after deduction of the dividend on the cumulative preference Shares A is at the disposal of the general meeting. The dividend that the company pays to its ordinary shareholders depends on business conditions, the company's financial performance and other relevant factors. As you know, DSM aims to provide a stable and profitable rising dividend. The Managing Board, with the approval of the Supervisory Board, may propose that the dividend will be distributed in cash or in ordinary shares of DSM at the discretion of the ordinary shareholder. And I move to the adoption of the dividend on ordinary shares for 2019. The financial statements show that for the 2019, net profit was achieved of EUR 758 million. Based on the statutory requirements, the Managing Board, after approval of the Supervisory Board, determines which part will be reserved. For 2019, it has determined that EUR 333 million will be reserved. From the remaining profit, EUR 8 million dividend will be paid on the cumulative preference Shares A, and the remaining shares is at the disposal of the general meeting. With the approval of the Supervisory Board, the Management Board is presenting to the general meeting for adoption the proposal that the dividend per ordinary share to be paid for 2019 will be EUR 2.40. Keeping in mind an interim dividend of EUR 0.77 per ordinary share already paid in August of 2019, the final dividend thus amounts to EUR 1.63 per ordinary share. Optional to the shareholder, the final dividend will be made available in cash or in ordinary shares of DSM and on the condition that a maximum of 40% of the total dividend amount is available for stock dividend. If shareholders in total wish to receive in aggregate the distribution and shares which exceed this maximum percentage of the total dividend, those shareholders who have opted for distribution in the forms of shares will receive the stock dividend on a pro rata basis with the remainder being distributed in cash. The dividend will be payable as of June 3, 2020. In the explanatory notes to the agenda, you'll find further information and relevant data on the payout of the dividend. That then brings us to agenda Item 6, the release of liability; 6a, the release from liability of the members of the Managing Board; and 6b, the release from liability of the management -- members of the Supervisory Board. This agenda item comprises 2 voting items, the release from liability of the members of the Managing Board and of the members of the Supervisory Board. This release from liability relates to the information resulting from the financial statements or otherwise known to the general meeting before the financial statements were adopted. Next on the agenda are items 7a, b, c and d, and those are the proposed reappointments of 3 members of the Supervisory Board and the proposed appointment of 1 new member of the Supervisory Board. For agenda Item 7a, I'd like to hand over to Pauline van der Meer Mohr in her role as Deputy Chair of the Supervisory Board. Pauline?
Pauline Françoise van der Meer Mohr
executiveThank you, Rob. Agenda Item 7a is the proposal to reappoint our Chairman, Rob Routs. According to the rotation schedule, Rob Routs is due to resign in 2020, but he is available for reappointment. And in accordance with Article 24 Section 2 of the Articles of Association, the Supervisory Board nominates him for reappointment as member of the Supervisory Board of DSM on the basis of Rob's extensive international experience, his knowledge of the petrochemical industry, his broad experience in the management of corporations and his qualities as a member and Chairman of DSM Supervisory Board as demonstrated during the past 10 years, of which 9 years as our Chairman. To facilitate the smooth transfer to and the continuity of the new co-CEO leadership structure, it is proposed that Rob Routs be reappointed for a last and final 2 years term, ending by close of the general meeting to be held in 2022. Rob, could you please share your motivation to make yourself available for reappointment? That's one of the questions we received from our friend, Mr. Stevenson.
Robert Routs
executiveThank you, Pauline. And happy to do so, Mr. Stevenson. I have joined the Board and this great company in 2010 and have seen it transform and evolve over the years. The agility of the company to transform itself in what it is today, be a purpose-led and science-based company, is truly inspiring. It has been a privilege to be part of this journey. I have agreed to this last term of 2 years to help the CEO hand over from Feike Sijbesma to Geraldine and Dimitri. Changing the CEO and the Chairman within the same year is not a good idea. I'm proud to be able to continue to serve together with my highly esteemed colleagues of the DSM Supervisory Board. Then agenda Item 7b is the proposal for reappointment of Eileen Kennedy. According to the rotation schedule, in 2020, Eileen Kennedy is due to resign, but she's available for reappointment. In accordance with Article 24 Section 2 of the Articles of Association, the Supervisory Board nominates her for reappointment as a member of the Supervisory Board of DSM on the basis of her broad and in-depth nutrition knowledge and her quality as Supervisory Board member as demonstrated during the last 8 years as a member of DSM Supervisory Board. It's proposed at the general meeting reappoints her as a member of the Supervisory Board of DSM for a period of 2 years, ending by close of the AGM to be held in 2022. Eileen, could I ask you also to share your motivation to stand for reelection?
Eileen Kennedy
executiveThank you, Mr. Chair. Let me say that I had an extraordinarily positive impression of DSM before I joined the Supervisory Board. Let me explain why. A lot of my activities revolve around parts of the United Nations system. And within the UN agencies, when the question was posed, what are examples of successful public-private sector partnerships or what are the best practices in public-private sector partnerships? Almost to the last agency, the example that came up was the example of DSM and the World Food Programme. That kind of endorsement is powerful. When I joined the Supervisory Board 8 years ago, I was privileged to work with a dedicated group of individuals both on the Supervisory Board, Managing Board and throughout the DSM company. And this has been said already, but over and over again in my early tenure, I heard the phrase, people, planet, profits. And what impressed me is that people we put first. Second, as you know, the company has gone through a very significant growth in its Nutrition portfolio. I think this journey will continue, and I'd like to be part of this journey to provide input to make the journey seamless. Finally, one of my passions is sustainability. And as you know from what has been presented, DSM has a very strong stellar record on sustainability. It's not simply words, but it's the actions that have been performed. I am also pleased that I've been the Chair of the Sustainability Committee of the Supervisory Board, and so I would be honored to be reelected for a 2-year period. Thank you.
Robert Routs
executiveThanks, Eileen. Well said. The next agenda item then is the proposal of reappointment of Pradeep Pant. Also, Pradeep is due to resign but available for reappointment. In accordance with Article 24 Section 2 of the Articles of Association, the Supervisory Board nominates him for reappointment as a member of the Supervisory Board of DSM on the basis of his extensive experience in FMCG and bringing products and service to markets across territories and, in particular in the Asia Pacific region. His deep understanding of market dynamics and cultural diversity and for his quality as a Supervisory Board member as demonstrated in this first period as a member of DSM Supervisory Board. It is proposed that the general meeting reappoints Pradeep as a member of the Supervisory Board of DSM for a period of 4 years, ending by the close of the AGM to be held in 2024. Also, Pradeep was asked to share his motivation, but to limit the risk of technical glitches during his first AGM and the time difference, we decided to only have a minimum number of people join this virtual platform. For that reason, Pradeep is not joining us virtually today, but let me share the motivation he sent me. I truly find it stimulating and gratifying to work with an organization that is committed to looking after multiple stakeholders and that has an excellent balance between profits, planet and people in its objectives; the purpose of creating brighter life for all, the commitment to sustainable development, the care for employees' safety and well-being and the passion for science-based innovation to drive growth, create a wonderful environment in which I can contribute. The diversity and openness of the Supervisory Board and the management created an atmosphere that nurtures ideas and dialogue. And then to this all, the fact that DSM looks to the development markets like my home, Asia, to be future growth drivers, it is clear why I feel a lifelong commitment to the organization. The final point on the agenda is the proposal for the appointment of Thomas Leysen as a member of the Supervisory Board. In accordance with Article 24 Section 2 of the Articles of Association, the Supervisory Board nominates Thomas Leysen for appointment as a member of the Supervisory Board of DSM on the basis of his broad international business experience and especially his experience in leading comprehensive portfolio changes, making business more sustainable, his knowledge of technology-based businesses and his experiences in managing large corporations. It's proposed that the annual general meeting appoints Thomas Leysen as a member of the Supervisory Board of DSM for a period of 4 years, ending by the close of the AGM to be held in 2024. And I would like to invite him to briefly present himself to the general meeting. So Thomas?
Thomas Leysen
executiveThank you, Rob, for giving me this opportunity to introduce myself to the DSM shareholders. I am Thomas Leysen, 59 years old, married, the father of 4. And professionally, I would describe myself as an entrepreneur and an industrialist. In recent years, however, and in the aftermath of the financial crisis, my most important job was out of Chair of the Supervisory Board of KBC Bank, Belgium's largest banking and insurance group. It is a mandate that, as it happened, ended yesterday. Therefore, I am really delighted that through DSM, I can reconnect with my industrial experience. From 2000 until 2008, I have been CEO of Umicore and, thereafter, its Chairman. Umicore is a company formerly known as Union Minière. It started life more than 100 years ago as a mining company, became then mainly a commodities producer, but underwent a profound transformation in the last 20 years. Through succession of portfolio moves, a heavy emphasis on innovation and research, and by putting sustainability at the heart of our strategy, we became a world leader in selected growth areas. Maybe that story sounds somewhat familiar. Whilst Umicore focused on different business areas, you can detect many -- I think you can detect many of the same themes that have played out at DSM in recent years. It is particularly the focus on performance combined with sustainability that attracted me to DSM. Purpose-led, performance-driven or doing something meaningful, as you have expressed it, is something that appeals to me profoundly. And therefore, I will certainly open to the idea of joining DSM. I will, of course, have a lot to learn about DSM and its businesses and its end-use markets. But I hope that in the years to come that my business experience will prove relevant to my colleagues on the Supervisory Board and on the Management Board. A shareholder, Mr. Stevenson, asked about the process, how we got to this point. Well, let me say that this has been a very careful, very deliberate process which we went through. A [indiscernible] process, as you would say in the Netherlands. I had various conversations with Rob Routs, in the first instance, but also with Feike, with Geraldine, with Dimitri, with the members of the Nomination Committee. And thanks to these various conversations, which took out over -- played out over a period of time, I think we came to the mutual conclusion that there was a real fit. And certainly, in my case, it only helped me to grow my enthusiasm for DSM. So I look forward, if you elect me, to join the Board of DSM and hopefully do something meaningful as well there. Thank you.
Robert Routs
executiveThank you, Thomas. You're most welcome, and we're so pleased that you're willing to join our Board. So we're looking forward to work with you. Next point in the agenda is the reappointment of the external auditor. KPMG Accountants N.V. has been appointed as the independent auditor for the Koninklijke DSM N.V. as of 2015. Following the recommendation of the Audit Committee and the Management Board, the Supervisory Board proposes to reappoint KPMG Accountants N.V. as the independent external auditor for the year 2021. The proposal to reappoint KPMG is based on the Audit Committee's own assessment of KPMG, among others, through discussions with KPMG in the absence of management as well as the outcome of an evaluation amongst DSM executives. The Audit Committee conducts a more in-depth evaluation once every 3 years. Three years and into 2 years, a lighter evaluation is performed. For 2021, the lighter evaluation was performed. The auditory valuation in prior years were all positive, and the outcome of the latest evaluation was positive as well. The last agenda items are of a more technical nature. These are: 9a, the authorization of the Management Board to issue up to 10% ordinary shares and to exclude preemptive rates; 9b, the authorization of the Management Board to issue an additional 10% ordinary shares in connection with the rights issue; 10, authorization of the Management Board to have the company repurchase shares; and 11, the reduction of the issued capital by canceling shares. In the explanatory notes to the agenda, you can find further information on these agenda items. With this, we have discussed all the agenda items, and I believe we also touched upon several of your questions that were submitted ahead of the meeting. So let's move on to the voting results. I want to inform you, once again, that each share gives you the right to one vote. Louisa van den Broek, our company secretary, will now share the voting results. And the results are included the votes in favor, votes against and the votes abstained. According to the statutory regulations, votes abstained are noncasted votes. So Louisa, could you please share the results?
Louisa Van Den Broek
executiveYes. Thank you, Rob. So you will also see actually the votes on the screen, and let's see if we can -- I can share them verbally in the same sequence. So for agenda Item 3, the advisory vote on the remuneration report, we received a 94.80% -- 94.18% favorable votes and 5.82% against. The next item on the agenda that you could vote for was over the financial statements and thus received 99.72% for and 0.28% against. That takes us to agenda Item 5b, adoption of the dividend, which received 97.9% for and 2.10% against -- or 2.1%. And then Item 6a, the release from liability of the Managing Board members received 98.75% in favor and 1.25% against. And you will see that agenda Item 6b, the release from liability of the Supervisory Board members actually got the exact same votes. Then moving to agenda Item 7a, reappointment of Rob Routs. Our Chairman received a 98.63% in favor and 1.37% against. 7b, the reappointment of Eileen Kennedy, 99.51% in favor and 0.49% against. Then moving to 7c, the reappointment of Pradeep Pant, 99.47% in favor and 0.53% against. And the last, the appointment of Thomas Leysen received 99.11% in favor and 0.89% against. And then the final agenda items, Item 8, the reappointment of the external auditor got 99.49% for and 0.51% against. Then 9a, the authorization of the Managing Board to issue up to 10% ordinary shares, 86.08% in favor, 13.92% against. Then Item 9b, the authorization of the Managing Board to issue an additional 10% ordinary shares in connection with the rights issue, 87.12% in favor and 12.88% against. Then Item 10, the authorization of the Managing Board to have the company repurchase shares. There, the favorable votes were 97.30% and 2.70% against. And then the final voting item, Item 11, the reduction of the issued capital by canceling shares, 98.88% in favor and 1.1% against. Back to you, Mr. Chairman.
Robert Routs
executiveThanks, Louisa. And based on these results, we can conclude that the general meeting has given a positive advice for the remuneration report, that the financial statements for 2019 have been adopted, that the dividend on ordinary shares of 2019 has been adopted, that the general meeting released the members of the Managing Board from liability, that the general meeting released the members of the Supervisory Board from liability, that I have been reappointed as a member of the Supervisory Board, that Eileen Kennedy has been reappointed as a member of the Supervisory Board, that Pradeep Pant has been reappointed as a member of the Supervisory Board, and that Thomas Leysen has been appointed as a member of the Supervisory Board. The external auditor has been reappointed. The Management Board has been authorized to issue up to 10% of the ordinary shares and to exclude preemptive rates. The Management Board has been authorized to issue an additional 10% ordinary shares in connection with the rights issue. And the Management Board has been authorized to have the company repurchase shares. The reduction of the issued capital by canceling shares has been adopted. Thank you to our shareholders for their vote and their confidence, and congratulations to Thomas on your appointment and to Eileen and Pradeep on your reappointment. Ladies and gentlemen, as we did not receive any items under any other business, this brings us to the end of the meeting. I would like to mention that the draft minutes of this meeting will be available on our website at least 90 days after today. After that day, you have 3 months to submit your comments prior to the adoption of the minutes. I'm looking forward to welcome you again physically next year at a meeting -- at the Thursday of the 6th of May in 2021, hopefully, in Heerlen. Stay safe and healthy. Thanks for your attention, and we'll be back next year.
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