The Supervisory Board considers the interests of ASML and its subsidiaries as well as those of its stakeholders, advising the Board of Management on management decisions. It oversees the Board of Management in relation to the long-term value creation strategy and how it is implemented.
Gerard Kleisterlee (1946, Dutch) has been a member of the ASML Supervisory Board since 2015 and the Chair of the Supervisory Board since 2016; his second term expires in 2023. Gerard also serves as the Chair of the Selection and Nomination Committee and as a member of the Technology Committee.
Gerard was the President and CEO of the Board of Management of Royal Philips N.V. from 2001 until 2011 after having served in various positions with the company since 1974. Currently, Gerard is the Chair of the Board of Vodafone Group Plc. and the Deputy Chair and Senior Independent Director of Royal Dutch Shell Plc.
Douglas Grose (1950, American), who serves as Vice Chair of the Supervisory Board, was appointed as a member of the Board in April 2013; his second term expires in 2021. He also serves as the Chair of the Technology Committee and a member of the Selection and Nomination Committee.
Douglas served as CEO of GlobalFoundries from 2009 until 2011. Prior to that, he was Senior Vice President of Technology Development, Manufacturing and Supply Chain for Advanced Micro Devices Inc. Douglas also spent 25 years at IBM as General Manager of Technology Development and Manufacturing for the Systems and Technology group. He currently serves as a member of the Board of Directors of SBA Materials Inc. and as President of both Fuller Road Management Corporation and Fort Schuyler Management Corporation.
Annet Aris (1958, Dutch) has been a member of the ASML Supervisory Board since 2015; her second term expires in 2020. She is also a member of the Technology Committee and the Selection and Nomination Committee.
Annet is Senior Affiliate Professor of Strategy at INSEAD in France, which she joined in 2003. From 1994 to 2003, she was a partner at McKinsey & Company in Germany. Currently, Annet is a non-executive director of Thomas Cook Plc. and a member of the supervisory boards of Jungheinrich AG, Randstad Holding N.V. and Rabobank.
Terri Kelly (1961, American) has been a member of the Supervisory Board since 2018; her first term expires in 2022. She is also a member of the Remuneration Committee.
Terri was the President and Chief Executive Officer at W.L. Gore & Associates Inc. from 2005 until April 1, 2018; she had been with the company since 1983 in various management roles. Terri served on the Board of Directors of Gore through July 2018. She currently serves as a Trustee of the Nemours Foundation, Vice-Chair of the University of Delaware and Trustee of the Unidel Foundation. Terri is also a member of the Board of Directors of United Rentals Inc.
Rolf-Dieter Schwalb (1952, German) has been a member of the Supervisory Board since 2015. He serves as the Chair of the Remuneration Committee and as a member of the Audit Committee. His second term expires in 2023.
Rolf-Dieter was CFO and a member of the Board of Management of Royal DSM N.V. from 2006 to 2014. Prior to that, he was CFO and a member of the Executive Board of Beiersdorf AG. He held a variety of management positions in Finance, IT and Internal Audit at Beiersdorf AG and Procter & Gamble Co.
Carla Smits-Nusteling (1966, Dutch) has been a member of the Supervisory Board since 2013. She also serves as the Chair of the Audit Committee. Her second term expires in 2021.
Carla was CFO and a member of the Board of Management of Royal KPN N.V. from 2009 until 2012. Prior to that, Carla held several finance and business-related positions at Royal KPN N.V. and PostNL. She currently serves as a non-executive director of the Board of Tele2 AB, a member of the Management Board of the Foundation Unilever N.V. Trust Office, non-executive director of Nokia Corporation’s Board of Directors, and lay judge of the Enterprise Chamber of the Amsterdam Court of Appeals.
Hans Stork (1954, American) joined the Supervisory Board in 2014; his second term expires in 2022. He also serves as a member of the Technology Committee and the Remuneration Committee.
Hans currently serves as Senior Vice President and CTO of ON Semiconductor Corporation, a position he has had since 2011. Prior to that, Hans held various management positions at IBM Corporation and Hewlett Packard Company; he also served as Senior Vice President and CTO of Texas Instruments Inc. and as Group Vice President and CTO of Applied Materials Inc. Hans previously served as a board member for Sematech. Hans is currently a member of the Scientific Advisory Board at imec.
Wolfgang Ziebart (1950, German) was appointed as a member of the Supervisory Board in 2009; his fourth term expires in 2020. He also serves as a member of the Technology Committee and the Audit Committee.
Wolfgang was President and CEO of Infineon Technologies A.G. from 2004 until 2008. Prior to that, he served on the Board of Management of both Continental A.G., a car components manufacturer, and BMW A.G., an automobile producer. He is currently the Chair of the Supervisory Board of Nordex SE and a member of the Board of Veoneer Inc.
Overview of the responsibilities and appointment of the Supervisory Board
ASML's Supervisory Board supervises ASML's Board of Management, the general course of affairs and business of ASML. This includes supervision of (i) the realization of the Company’s targets, (ii) the Company's strategy and risks inherent to its business activities, (iii) the structure, management and effectiveness of the internal risk management and control systems, (iv) the integrity of the financial reporting process and (v) a takeover process in case a takeover bid for the Company’s shares is being prepared or has been made; (vi) corporate social responsibility aspects which are relevant to the Company; (vii) the Company's culture and the activities of the Board of Management in that regard, (viii) the Company’s relationship with its shareholders; and (ix) compliance with legislation and regulations The Supervisory Board also provides the Board of Management with advice relating to the Board of Management's management of the business of ASML. The members of the Supervisory Board perform their duties independently.
A detailed overview of the responsibilities and tasks of ASML's Supervisory Board and all related subjects, is laid down in the Rules of Procedure of the Supervisory Board, which can be downloaded below.
Members of the Supervisory Board are appointed for a maximum term of four years, with possibility of reappointment, provided that their entire term does not exceed twelve years. (Re)appointment of members of the Supervisory Board will be done in accordance with a rotation schedule, which can be downloaded below.
In case of vacancies and reappointments, members of the Supervisory Board shall be selected in accordance with the profile of the Supervisory Board, which can also be downloaded below.