Annual Report 2024
People Create Innovation
CORE VALUES
Our core values are the essence of Besi’s corporate attitude
and provide us guidance in decision making:
• Respect: We value the richness and diversity of cultures
within our organization. We promote an open culture in which
we respect each other’s opinion, freely discuss our concerns
and give and receive feedback. We respect the promises made
to each other, to our business partners and to our customers.
• Unity: Performing in unity gives us a competitive advantage.
We optimally utilize the benefits of our collaborative
activities when working together and sharing knowledge.
• Customer focused: We provide innovative and relevant
product solutions and services to the marketplace that meet
our customers’ needs and exceed their expectations.
INVESTMENT CONSIDERATIONS
• Assembly market ever more critical in semiconductor value chain.
• Disciplined strategic focus has created an assembly industry leader.
• Long-term secular trends drive advanced packaging growth.
• Wafer level assembly is a promising new growth opportunity.
• Market presence has grown via key IDMs, supply chains and partners.
• Technology leadership and scalability result in significant financial returns.
• Commitment to sustainable growth and fighting climate change.
• Attractive capital allocation policy.
MISSION STATEMENT
Besi’s mission is to become the world’s
leading supplier of semiconductor assembly
equipment for advanced packaging
applications and to exceed industry average
benchmarks of financial performance.
We also strive to create long-term
sustainable value for stakeholders and
operate our business in a responsible way,
respecting both the environment and society.
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Highlights 2024
1
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Revenue
(€ millions)
607.5
+4.9%
2023: 578.9
Gross margin
(%)
65.2%
+0.3 points
2023: 64.9%
Net income
(€ millions)
182.0
+2.8%
2023: 177.1
Orders
(€ millions)
586.7
+7.0%
2023: 548.3
R&D
(€ millions)
74.3
+31.7%
2023: 56.4
Net cash
(€ millions)
143.8
+27.3%
2023: 113.0
Total distributions
(€ millions)
251.3
-42.3%
2023: 435.5
Proposed 2024
dividend
(€)
Dividend
pay-out ratio
Total shareholder
return
Return on
average equity
2.18 95% -1.4% 39.4%
+1.4% +5.7 points
2023: 2.15 2023: 97% 2023: 149.7% 2023: 33.7%
Environment
Scope 1 & 2 emissions
intensity ratio
Scope 3 emissions
intensity ratio
(tCO₂eq/revenue) (tCO₂eq/revenue)
0.6 12.2
- 8.3 points - 4.8 points
2023: 8.9 2023: 17.0
People
Fixed headcount Female employees
(% of total employees)
1,812 17%
+4.4%
2023: 1,736
-
2023: 17%
Stock
Year end
share price
Market
capitalization
(€) (€ billions)
132.30 10.5
-3.0% -
2023: 136.45 2023: 10.5
Finance
Capital
Allocation
2
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
REPORT OF THE BOARD OF MANAGEMENT 3
Company Profile 4
Key Highlights 7
Letter to Stakeholders 12
Market Overview 22
Strategy 33
Financial Review 42
Sustainability Statement 52
Risk Management 132
Shareholder Information 151
Corporate Governance 157
REMUNERATION REPORT 163
REPORT OF THE SUPERVISORY BOARD 179
Contents
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS 184
FINANCIAL STATEMENTS 2024 187
Consolidated Statement of Financial Position 188
Consolidated Statement of Operations 189
Consolidated Statement of Comprehensive Income 189
Consolidated Statement of Changes in Equity 190
Consolidated Statement of Cash Flows 191
Notes to the Consolidated Financial Statements 192
Parent Company Balance Sheet 237
Parent Company Statement of Income and Expense 238
Notes to the Parent Company Financial Statements 239
OTHER INFORMATION 246
Caution concerning forward-looking statements
This Annual Report contains statements about management's future expectations, plans
and prospects of our business that constitute forward-looking statements, which are
found in various places throughout this report, including, but not limited to, statements
relating to expectations of orders, net sales, product shipments, expenses, timing
of purchases of assembly equipment by customers, gross margins, operating results
and capital expenditures. The use of words such as “anticipate”, “estimate”, “expect”,
“can”, “intend”, “believes”, “may”, “plan”, “predict”, “project”, “forecast”, “will”, “would”, and
similar expressions are intended to identify forward-looking statements, although not all
forward-looking statements contain these identifying words. While these forward-looking
statements represent our judgements and expectations concerning the development of
our business, a number of risks, uncertainties and other important factors could cause
actual developments and results to differ materially from those contained in forward-
looking statements. Please refer to the section Risk Management for a detailed description
of the risk factors affecting Besi’s business. We expressly disclaim any obligation to
update or alter our forward-looking statements whether as a result of new information,
future events or otherwise.
Company Profile 4
Key Highlights 7
Letter to Stakeholders 12
Market Overview 22
Strategy 33
Financial Review 42
Sustainability Statement 52
Risk Management 132
Shareholder Information 151
Corporate Governance 157
Report of the Board of Management
3
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
4
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD AND
TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
BE Semiconductor Industries N.V. (“Besi” or the “Company”) is engaged in one line of
business: the development, manufacturing, marketing, sales and service of a broad
portfolio of advanced packaging solutions to the semiconductor and electronics industries
with a focus on next generation assembly solutions for wafer level AI applications.
Our market
The semiconductor manufacturing process involves two distinct phases: wafer processing,
commonly referred to as the front-end and assembly and test, commonly referred to as
the back-end. Once the semiconductor chip (also referred to as a “die”) has been created
in the front-end wafer fabrication process, Besi’s assembly equipment is used by customers
to produce advanced semiconductor assemblies or “packages” incorporating a number of
process steps such as (i) die sorting or “pick and place” of good versus bad dies, (ii) die
bonding to leadframes, substrates, wafers and other chips to facilitate an electrical
interconnection, (iii) die molding to encapsulate the assembled die and protect it from
external contamination, (iv) chemical plating to provide different physical properties at
various stages of the assembly process and (v) trimming and forming of leadframe carriers
housing chips and/or singulation (cutting) of substrate and wafer level devices prior to
their placement on a printed circuit board and ultimately, final testing. In addition, new
2.5D and 3D and chiplet-based semiconductor device architectures used in generative AI
applications now require assembly processes such as hybrid bonding and thermo
compression bonding (“TCB”) to be used in front-end semiconductor manufacturing.
TechInsights, a leading independent industry research firm, estimated that the size of the
assembly equipment market was approximately $ 4.4 billion in 2024, or approximately 4%
of the total semiconductor manufacturing equipment market. Annual growth rates can
fluctuate greatly based on global economic cycles and the capital investment programs of
semiconductor and industrial customers. The die attach segment of the assembly
equipment market represents our largest addressable market and source of revenue and
the most rapidly growing area of the assembly equipment market.
Company Profile
FROM PROCESSED WAFER TO ASSEMBLED CHIP
Assembly Manufacturing Process
Dicing Die Attach Wire Bond Packaging Plating
Leadframe
Wire Bond
Substrate
Wire Bond
Substrate
Flip Chip/TCB
Wafer Level
Hybrid, EMIB, TCB, Flip Chip, FOWLP
Front-end: $ 102.5B
(90%)
Assembly: $ 4.4B
(4%)
Test: $ 7.2B
(6%)
Total Semiconductor Manufacturing Equipment
2024 (E): $ 114B*
Besi focus
* Source: TechInsights, December 2024
Our assembly process technologies
Semiconductor assembly involves three primary process technologies depending on the
product application required. Leadframe assembly, the most traditional approach, involves
the electrical connection of the chip via a wire bonding process to a metal leadframe.
Substrate assembly is used most frequently in product applications that require relatively
high degrees of miniaturization and chip density such as smartphones, servers, tablets
and laptops as well as wireless, automotive and cloud-based internet applications. In a
typical substrate assembly, no metal leadframes are utilized and the electrical connection
of the chip is made directly either through (i) a wire bonding process to a multi-layer
substrate or (ii) the creation of direct connections to the multi-layer substrate via a flip
chip or thermo compression die bonding process.
Wafer level assembly is the most advanced and rapidly growing assembly technology and
the area in which we have invested significant development resources for future growth. It
is our most important area of focus today as customers seek assembly solutions for next
generation generative AI applications in the areas of data centers, PCs, tablets, servers
and smartphones and large language learning and inferencing models and related software.
Wafer level assembly involves placing single or multiple dies or chiplets onto high I/O
density wafers to form integrated subsystems. In wafer level packaging, the electrical
interconnections are facilitated without the need for a leadframe carrier or substrate
interposer for assembly applications <7 nanometers and placement accuracy <3 microns.
5
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD AND
TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Hybrid bonding represents the most important evolution of die interconnect technology in
wafer level assembly. It replaces traditional reflow flip chip bumps with a direct copper-to-
copper connection between a chip and a wafer. Versus flip chip assembly, it facilitates
significantly higher data transfer speeds and chip density while lowering energy
consumption, heat dissipation and cost of ownership. Hybrid bonding also facilitates the
development of 3D chip architectures as well as increased performance, features,
complexity and functionality in both logic and memory applications. Further, wafer level
assembly can also be achieved through a TCB chip to wafer technology, a 2.5D assembly
process whereby the electrical connection is formed during the bonding process applying
heat and pressure. These two technologies are compatible and complementary for wafer
level die bonding whose applications will vary depending on the size, accuracy, density,
complexity and throughput required as well as the cost of ownership involved in production
environments.
Our products and services
Besi is a leading manufacturer of assembly equipment supplying a broad portfolio of
advanced packaging solutions to the semiconductor and electronics industries. We offer
customers high levels of accuracy, reliability and throughput at a lower cost of ownership
with a principal focus on wafer level and substrate assembly solutions. We define advanced
packaging as the assembly of semiconductor devices using advanced interconnect
processes including flip chip, sytem-in-package (“SiP”), hybrid, TCB and other wafer level
technologies as well as all molding technologies related thereto. We estimate that
approximately 70% of our revenue in 2024 was for advanced packaging applications and
that 50% of revenue was for the most leading edge devices with placement accuracy <7
microns. We also believe that approximately 50% of our orders in 2024 were represented
by assembly solutions for AI applications, the most rapidly growing segment of the
assembly equipment market. We also supply after-sales service and spares to customers
which is a less cyclical and growing part of Besi’s revenue mix.
Our principal product and service offerings are set forth below.
BESI’S PRODUCTS AND SERVICES
Die Attach Single chip, multi chip, multi module, flip chip, epoxy and soft
solder die bonding systems, hybrid, TCB and embedded bridge die
bonding, die lid attach and fan out wafer level packaging systems.
Packaging Conventional, ultra thin and wafer level molding, trim and form
and singulation systems.
Plating Tin, copper, precious metal and solar plating systems and related
process chemicals.
Spares/Services Tooling, conversion kits, spare parts and other services for our
installed base of customers.
In 2024, our Die Attach group revenue represented approximately 81% of our total revenue
followed by Packaging which represented approximately 16% and Plating which represented
approximately 3%.
Our customers
Our customers are primarily leading multinational chip manufacturers, foundries, assembly
subcontractors and electronics and industrial companies and include Amkor, ASE, Foxconn,
Infineon, InnoLight, Intel, LG Innotek, Micron, Nvidia, NXP, STMicroelectronics, Texas
Instruments and TSMC. Customers are either independent device manufacturers (“IDMs”)
which purchase our equipment for internal use at their production facilities or foundries/
subcontractors which purchase our equipment to assemble packages for third parties on
a contract basis. Our equipment performs critical functions in our customers’ assembly
operations and in many cases represents a significant percentage of their installed base of
assembly equipment.
6
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD AND
TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Our commitment to sustainability
Our objective is to promote Besi’s business and financial interests in a socially responsible
manner for the benefit of all stakeholders, employees, partners, the environment and the
local communities in which we operate. We are committed to running our operations in
accordance with internationally recognized standards and best practices and to promote
sustainability with stakeholders on such topics as climate change mitigation, energy and
renewable energy, human rights, working conditions, health and safety, diversity and
inclusion, anti-corruption and bribery and corporate culture. Our sustainability strategy
has three pillars: Environmental Factors, Social Factors and Governance Factors. Within
these pillars, we identify and manage the material impacts of Besi on society and the
environment and the material risks and opportunities related to sustainability issues on
our business. For more information, please refer to our Sustainability Statement.
Our global presence
We are a global company with headquarters in Duiven, the Netherlands. We operate eight
facilities in Asia and Europe for development and production activities as well as 13 sales
and service offices across Europe, Asia and North America. We employed a total staff (in
FTEs) of 1,812 fixed and 134 temporary personnel at December 31, 2024, of whom
approximately 67% were based in Asia and 33% were based in Europe and North America.
OPERATIONAL PROFILE
R&D, Sales and
Service site
Production site
Sales and
Service office
Chandler
Duiven and 's-Hertogenbosch
(The Netherlands)
Steinhausen
(Switzerland)
Radfeld
(Austria)
Suzhou
Chengdu
Leshan
Shenzhen
Malaysia
Thailand
Singapore
Korea
Shanghai
Taiwan
Philippines
Vietnam
India
2024
607.5 1,946
Revenue (€ million) Headcount (FTEs)
Europe/RoW
33%
Europe/RoW
33%
Asia
67%
Asia
67%
Our listings
Besi was incorporated under the laws of the Netherlands in May 1995 and had an initial
public offering in December 1995. Our ordinary shares are listed on Euronext Amsterdam
(symbol: BESI) and are included in the Euronext AEX Index. Our level 1 ADRs trade on the
OTC markets (symbol: BESIY). We also have two issues of Senior Unsecured Convertible
Notes outstanding which are listed on the Deutsche Börse’s Freiverkehr market. In 2024,
we issued € 350 million of 4.500% Senior Notes due 2031 which are listed on
The International Stock Exchange (“TISE”) (see Shareholder Information).
More detailed information about Besi can be found on our website: www.besi.com.
7
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Key Highlights
(€ millions, except share and non-financial data) Year ended December 31,
2024 2023 2022 2021 2020
Operating data
Revenue 607.5 578.9 722.9 749.3 433.6
Orders 586.7 548.3 663.7 939.1 472.1
Operating income 195.6 213.4 294.1 317.6 149.9
EBITDA¹ 224.2 239.1 317.1 335.1 169.0
R&D expenses 74.3 56.4 53.9 36.4 32.9
Net income 182.0 177.1 240.6 282.4 132.3
Net income per share (€)
Basic 2.31 2.28 3.03 3.70 1.82
Diluted 2.30 2.23 2.90 3.39 1.67
Dividend per share (€)2 2.18 2.15 2.85 3.33 1.70
Shares outstanding (in thousands)3 79,312 77,016 78,488 77,97 72,866
Balance sheet data
Cash, cash equivalents and deposits 672.3 413.5 671.7 672.2 598.7
Total debt 528.5 300.5 325.2 301.8 400.0
Net cash4 143.8 113.0 346.5 370.4 198.7
Total equity 501.3 421.4 628.5 619.3 371.2
Financial ratios
Gross profit as % of revenue 65.2 64.9 61.3 59.6 59.6
Operating income as % of revenue 32.2 36.9 40.7 42.4 34.6
Net income as % of revenue 30.0 30.6 33.3 37.7 30.5
Return on average equity (%)5 39.4 33.7 38.6 57.0 39.5
Headcount data6
Headcount fixed 1,812 1,736 1,675 1,645 1,523
Headcount temporary 134 134 144 496 95
Total headcount 1,946 1,870 1,819 2,141 1,618
Geographic data
Revenue from Asia as % of total revenue 67.0 73.1 75.9 77.8 83.3
Headcount in Asia as % of total headcount 66.8 66.5 67.2 73.1 67.7
Sustainability data
Scope 1 & 2 emissions intensity ratio (tCO₂eq/€ million revenue) 0.6 8.9 5.2 14.4 19.8
Scope 3 emissions intensity ratio (tCO₂eq/€ million revenue) 12.2 17.0 13.6 15.9 16.5
Renewable energy (% of total energy consumed) 99 71 76 20 20
Female employees (% of headcount) 17 17 17 17 17
1
EBITDA is defined as operating income (€ 195.6) plus depreciation and amortization (€ 28.6).
2
Proposed 2024 dividend for approval at Besi’s AGM to be held on April 23, 2025.
3
Net of shares held in treasury.
⁴ Net cash is defined as cash, cash equivalents and deposits (€ 672.3) less total debt (€ 528.5).
⁵ Return on average equity is defined as net income (€ 182.0) divided by the average of the shareholders’ equity at January 1, 2024 (€ 421.4) and at December 31, 2024 (€ 501.3).
⁶ Headcount data in full-time equivalents (“FTEs”).
8
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
REVENUE AND GROSS MARGIN TRENDS
607.5
€ millions Gross Margin
75%
70%
65%
60%
55%
50%
800
700
600
500
400
300
200
100
0
2020 2021 2022 2023 2024
65.2%
433.6
749.3
722.9
59.6%
61.3%
578.9
64.9%
59.6%
Revenue Gross Margin
NET INCOME TRENDS
182.0
€ millions Net Margin
50%
40%
30%
20%
300
250
200
150
100
50
0
2020 2021 2022 2023 2024
30.0%
30.5%
37.7%
132.3
282.4
33.3%
240.6
30.6%
177.1
Net Income Net Margin
9
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
• Revenue approximately tripled versus
2023
• Orders more than doubled versus 2023
• Cumulative orders exceeded 100
systems since 2021
• Customer adoption increased to
fifteen
• Production ramp confirmed for second
logic customer
• First 100 nm accuracy hybrid bonding
systems shipped
• Planned expansion of operations in
2025 to support anticipated hybrid
bonding and TCB Next growth
• Planned expansion of Vietnam
assembly capabilities
• Execution of strategic cost initiatives
helps maintain peer leading
profitability in extended downturn
• Technology Advisory Board expanded
to further support Besi’s AI strategy
• Exceeded substantially all relative
2024 targets set in 2022
• Successfully prepared for European
Sustainability Reporting Standards
(“ESRS”)
• Developed Climate Transition Plan
highlighting key emission reduction
initiatives
• Improved ratings with Sustainalytics,
ISS ESG and S&P Global
• Reduced Scope 1 & 2 intensity ratio by
8.3 points versus 2023
• Reduced Scope 3 emissions intensity
ratio by 4.8 points versus 2023
• Increased energy from renewable
sources to 99% in 2024 versus 71% in
2023 and 18% in 2019
• Implemented initiatives to reduce die
attach energy consumption by 10%
• Cash flow from operations of
€ 201.1 million, or 33.1% of revenue
• Solid liquidity position with cash of
€ 672.3 million and net cash of
€ 143.8 million, up 62.6% and 27.3%,
respectively, versus year end 2023
• Capital allocation of € 251.3 million
• New € 100 million share buyback
program initiated
• Proposed 2024 dividend of € 2.18 per
share. Pay-out ratio of 95%
• First fluxless TCB Next system shipped
to leading research institute
• First in-line flip chip systems shipped
for CoWos applications
• First shipments of high cleanliness
multi module systems for image
sensing and photonics assembly
• 50 nm accuracy hybrid bonding system
scheduled for year end 2025
• R&D spending, equal to 12.2% of
revenue, increased by 31.7% versus
2023
• Focused on next generation AI
applications and assembly market
upcycle
• Complete wafer level assembly
portfolio now available to customers
• Revenue and orders of € 607.5 million
and € 586.7 million grew 4.9% and
7.0%, respectively versus 2023
• Strong growth in computing markets
for AI related hybrid bonding and
photonics applications
• Gross margins rose to 65.2%
• Net income of € 182.0 million
increased 2.8% versus 2023.
• Return on average equity increased
to 39.4% versus 33.7% in 2023
Key Highlights 2024
Strong financial metrics in extended
market downturn
Expanded R&D for next generation
AI applications
Progress on hybrid bonding agenda
Introduction of new advanced
packaging systems for 2.5D and
3D architectures
Operating initiatives aid advanced
packaging growth and profitability
Progress on sustainability agenda
Significant carbon emissions
reductions
Strong cash flow generation supports
attractive capital allocation program
10
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
CAPITAL ALLOCATION TRENDS
81%
19%
65%
35%
2020 2021 2022 2023 2024
171.5
251.3
79.8
129.4
179.5
50.1
269.5
416.3
146.8
222.1
435.5
213.4
73.5
91.3
17.8
€ millions
500
400
300
200
100
0
72%
28%
51% 49%
68%
32%
Dividends Share Repurchases
LIQUIDITY TRENDS
800
700
600
500
400
300
200
100
0
€ millions
143.8
198.7
370.4
672.3
598.7
672.2
346.5
671.7
113.0
413.5
Cash and Deposits Net Cash
2020 2021 2022 2023 2024
DIVIDEND TRENDS
3.50
3.00
2.50
2.00
1.50
1.00
0.50
0.00
100%
98%
96%
94%
92%
90%
88%
86%
84%
82%
80%
2020 2021 2022 2023 2024
Dividend (€) Dividend Payout Ratio
95%
98%
95%
2.18
1.70
92%
2.85 97%
2.15
3.33
Dividend
Dividend Payout Ratio*
Cumulative dividends of € 1.5 billion since 2011, or € 19.96 per share*
* Calculated on Basic EPS. Includes value of both cash and stock dividends. Includes proposed dividend for approval at
2025 AGM.
11
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
SCOPE 1 & 2 GHG EMISSIONS TRENDS
10,812
3,755
Scope 1 & 2 Target Scope 1 & 2
Relative to revenue
9,065
8,587
Relative to revenue target 2024
12,500
10,000
7,500
5,000
2,500
0
tCO
2
eq tCO
2
eq/€ million revenue
50
40
30
20
10
0
19.8
14.4
5,124
8.9
25.4
Scope 1 & 2
emissions intensity ratio
Target net zero
Scope 1 & 2
emissions
5.5
3.6
5.2
0.6
Target 2024 & 2030:
based on 2021 baseline
2019
2020
2021 20232022 2024 2024
2030
2026
4,121
2,703
349
0.0
SCOPE 3 GHG EMISSIONS TRENDS*
tCO
2
eq tCO
2
eq/€ million revenue
50
40
30
20
10
0
12,500
10,000
7,500
5,000
2,500
0
Scope 3
7,407
7,157
Target Scope 3
15.9
20.8
16.5
Relative to revenue
17.0
9,843
10,509
10,151
9,554
9,817
Relative to revenue target 2024
14.0
12.7
13.5
13.6
11,942
Target 2024 & 2030:
based on 2021 baseline
2019
2020
2021 20232022 2024 2024
2030
2026
12.2
Scope 3
emissions intensity ratio
7,422
* Besi expanded the categories included in its Scope 3 emissions measurement since 2022. Therefore, Scope 3 emissions
data for the years 2019–2021 are not fully comparable.
RENEWABLE ENERGY TRENDS
100%
90%
80%
70%
60%
50%
40%
30%
20%
10%
0%
% renewable energy
Renewable energy Target renewable energy
2024 Target
18%
20% 20%
20202019 2021 20232022 2024
2024 2030
76%
71%
99%
75%
100%
Letter to Stakeholders
12
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
13
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Dear Stakeholders,
Besi enhanced its position this year as one of the industry’s leading suppliers of advanced
packaging solutions for AI and other leading edge assembly applications. We significantly
increased research and development spending to offer customers a complete portfolio of
leading edge assembly aplications for next generation 2.5D and 3D architectures. In
addition, progress continued on our hybrid bonding agenda as revenue approximately
tripled versus 2023 and orders more than doubled. In addition, adoption increased to
fifteen customers representing a variety of North American, European, Korean, Taiwanese
and Japanese IDMs, foundries, subcontractors and research institutes. Further, cumulative
orders for hybrid bonders exceeded 100 systems at year end highlighting the traction
gained since 2021 for this emerging process technology. We also made inroads with leading
logic and memory players for our fluxless TCB Next system with two units shipped during
the year. This product offers industry leading accuracy and throughput for next generation
2.5D assembly structures in advanced Chip on Wafer on substrate (“CoWos”) and high
bandwidth memory (“HBM”) applications. We also successfully introduced a variety of
other next generation die bonding and packaging systems for each of our traditional
mobile, computing and automotive markets as we prepare for the next market upturn and
expanded our Technology Advisory Board to further advance our AI product strategy.
Business Highlights
• Navigated extended industry downturn at high profitability levels
• Significant growth in AI related revenue for hybrid bonding and photonics applications
• Cumulative hybrid bonding orders exceeded 100 units. Adoption expanded to 15
customers
• Successful new product introductions. Complete wafer level assembly portfolio
available
• Expanding cleanroom capacity and Asian support capabilities in anticipation of
advanced packaging growth in 2025
• Substantially all 2024 sustainability targets met or exceeded
• Successfully prepared for ESRS
Besi continues to formulate and execute strategic initiatives to help capitalize on a variety
of market opportunities over the next decade in alignment with our sustainability
objectives. This year, we began the expansion of our Malaysian cleanroom production
capacity and Singaporean advanced packaging support capabilities to accommodate
increased customer demand for hybrid bonding and TCB Next systems expected in the
Letter to Stakeholders
second half of 2025. We also began an expansion of our Vietnam production facility as
customers continue their migration to Southeast Asia from China. Significant progress
also was achieved on our sustainability agenda as we met or exceeded substantially all
2024 target ratios set in 2022, successfully prepared for reporting under the European
Sustainability Reporting Standards (“ESRS”), significantly reduced our emissions intensity
ratios, increased Besi’s energy derived from renewable sources, developed a Climate
Transition Plan and improved our sustainability ratings.
END-USER MARKET TRENDS
800
750
700
650
600
550
500
450
400
350
300
578.9
€ millions
607.5
0.6
(11.8)
(28.4)
(52.2)
120.4
2023
Besi
Revenue
Computing Mobile Automotive Industrial/
Other
Spares/
Service
2024
Besi
Revenue
Our business development in 2024 reflected contrasting growth trends for AI and
mainstream assembly equipment markets. For the year, revenue grew by 4.9% to reach
€ 607.5 million due to significantly higher demand by computing end-user markets,
particularly for AI-related hybrid bonding and photonics applications. Orders of
€ 586.7 million increased by 7.0% versus 2023 due to strength in AI-related applications.
Growth was partly offset by unfavorable market conditions associated with an industry
downturn more than two years in duration, less innovation by smartphone producers in
this year’s models compared to 2021 which limited mobile demand growth and ongoing
weakness in automotive, industrial and Chinese end-user markets. As a result, orders for
AI applications grew to represent approximately 50% of our total orders in 2024. Besi’s
revenue development in recent years has also benefited from an increased market share of
its addressable market and key die attach, packaging/plating and advanced die placement
markets as highlighted in the following charts.
14
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
INCREASING SHARE IN KEY MARKET SEGMENTS
Addressable
Market*
2019
2020 2021 2022
2023
26%
35%
32%
31%
28%
+9p.p
Packaging
& Plating
2019
2020 2021 2022
2023
17%
22%
18%
16%
15%
+5p.p
Die Attach
2019
2020 2021 2022
2023
31%
43%
39%
39%
35%
+12p.p
Advanced Die
Placement**
2019
2020 2021 2022
2023
54%
67%
68%
69%
67%
+13p.p
* Excludes wire bonding, dicing and other.
** Advanced die placement defined as <7 micron accuracy per TechInsights.
Source: TechInsights, May 2024
We continued to navigate an extended downturn at industry leading levels of profitability.
Besi achieved peer leading gross, operating and net margins of 65.2%, 32.2% and 30.0%,
respectively, in 2024. Gross margins increased slightly versus 2023 due to a more favorable
advanced packaging product mix which were partially offset by adverse forex effects,
particularly in the second half of the year, from unfavorable forex movements by the
Malaysian ringgit versus the euro. Attractive operating and net margins were maintained
as we continue to closely align our operating model with lower mainstream order demand
and realized the benefits of strategic cost reduction initiatives. We achieved net income of
€ 182.0 million in 2024, an increase of 2.8% versus last year due primarily to € 18.2 million
of net tax benefits, partially offset by a 31.7% increase in development spending in support
of future growth opportunities and higher share-based compensation expense.
Successful R&D investment in next generation advanced packaging solutions
Our long-term development strategy focuses on providing customers with a complete
portfolio of leading edge die attach, packaging and plating systems for both back-end and
front-end assembly processes. Over the past five years, Besi has developed one of the
industry’s most technologically advanced product portfolios with a particular emphasis on
enhancements to our core technology and the expansion of our advanced interconnect
capabilities for sub-micron accuracy die attach systems. Development efforts have
centered on requirements for (i) increased accuracy, performance, chip density, throughput
and complexity, (ii) thinner devices, (iii) smaller form factors, (iv) new 2.5D and 3D
heterogeneous device architectures, (v) lower power consumption and heat dissipation
and (vi) shorter lead times, all offering a lower overall cost of ownership to customers.
BESI’S TECHNOLOGY ROADMAP
<100 Interconnect Density/mm
2
>1,000,00
>10μm Accuracy <100nm
Back-End Wafer-Level Front-End
Epoxy/
Soft Solder
Multi-Module
Attach
Flip-Chip
Flip-Chip
Microbump
Fan-Out/
Embedded
TCB C2W
Hybrid Bonding
We continually re-engineer our existing product platforms to achieve more standardized
design and manufacturing processes and have collaborated with leading European
universities to optimize the sustainable product design and cost of our systems. In
addition, we have incorporated common parts and common platforms for each successive
generation of die bonding and packaging systems. This is another way we can enhance
their sustainable design and lower production costs by reducing engineering time and
material consumption while reducing lead times for delivery. In addition, we design
enhanced versions of each product platform every one to two years to ensure that Besi’s
systems maintain their technological leadership.
15
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
R&D Highlights
• Expanded R&D investment continues. Up 31.7% versus 2023
• Focus on next generation AI applications and next assembly market upcycle
• First 100 nm accuracy hybrid bonding systems shipped
• First fluxless TCB Next system shipped to leading research institute
• First shipments of new in-line flip chip systems for 2.5D applications
• First shipments of high cleanliness MMA system for image sensor and photonics
assembly
• First flip chip die bonding orders for CMOS image sensor (“CIS”) advanced cameras
• First order for diffusion bonding system for SiC die attach in automotive power devices
We have increased gross R&D spending by 90% since 2020 to develop a complete wafer
level assembly portfolio for AI-related logic and memory applications. In 2024, gross R&D
spending reached € 78.7 million equal to 13.0% of total revenue. Besi made significant
investments this year to (i) ship next generation 100 nm accuracy hybrid bonding systems
to multiple customers, (ii) develop a 50 nm accuracy hybrid bonding system for introduction
in 2025, (iii) ship a production ready TCB chip to wafer system to a leading European
research institute, (iv) increase shipments of our in-line flip chip system for the placement
of HBM and logic devices in 2.5D architectures, (v) ship new multi module and flip chip
systems for advanced image sensing, photonics and advanced camera applications and (vi)
launch a next generation diffusion bonding system for the die bonding of silicon carbide
(“SiC”) devices in automotive power devices. We believe we are very well positioned for
anticipated advanced packaging growth over the next five years with these successful new
product introductions.
Peer leading capital allocation. Strong liquidity base to finance future growth
Shareholders were rewarded for their investment in Besi as we distributed a total of
€ 251.3 million in the form of dividends and share repurchases in 2024 that represented
approximately 41% of our total revenue. During the year, we paid a cash dividend of
€ 171.5 million and initiated a new € 100 million share repurchase program in September
2024 upon completion of the prior € 60 million program in August. In total, we repurchased
€ 79.8 million of our shares in 2024 which increased our total shares held in treasury to
1.8 million shares, or 2.3% of shares outstanding.
Besi ended the year with a solid liquidity base consisting of cash, cash equivalents and
deposits aggregating € 672.3 million and net cash of € 143.8 million, increases of 62.6% and
27.3%, respectively, versus year end 2023. Our net cash position benefited from the
conversion into equity of € 129.1 million of Besi’s 2017 and 2020 Convertible Notes during
the year. In July, we strengthened our liquidity position further via the offering of
€ 350 million of 4.500% Senior Notes due 2031 which was rated BB+ by S&P and Fitch
Ratings. The successful execution of our first public debt financing on highly attractive
terms expands our sources of capital for future financing.
Given profits earned in 2024 and Besi’s solid financial position, we will propose a cash
dividend of € 2.18 per share for approval at Besi’s AGM to be held on April 23, 2025.
The proposed distribution is Besi’s fifteenth consecutive annual dividend paid.
Long-term sustainable value creation continues
Over the past decade, Besi has delivered strong growth and value creation for stakeholders
while conducting its business in a responsible and sustainable manner. Besi’s dedicated
focus on advanced packaging, technological leadership and the disciplined execution of
strategic initiatives has created a leader in the assembly equipment market with superior
through-cycle performance and strong financial metrics. Since 2011, we have returned
approximately € 2.2 billion to shareholders in the form of dividends and share repurchases
(including the dividend proposed for 2024) representing approximately 33% of Besi’s
cumulative revenue. The profitability of our business has also increased significantly
during this period with gross margins increasing from 40% to 65%, net income growing
more than five-fold and return on average equity increasing from 11.2% to 39.4%. In
addition, our share price has increased by 5,192% and our market capitalization has grown
from € 188 million to approximately € 10.5 billion at year end.
Besi’s total shareholder return in 2024 of -1.4% outperformed the -7.2% decrease for direct
peers but lagged the 20.4% increase in the Philadelphia Semiconductor Index (“SOX”).
However, over the past three, five and ten years, an investment in Besi’s shares has
produced cumulative total returns of 97%, 353% and 2,145%, respectively, significantly
outpacing the total returns of SOX and direct peers.
Besi’s advanced packaging systems critical for next generation AI devices
We are in the early stages of a transition to an AI-enabled digital society accompanied by
a new generation of sustainable and more environmentally friendly electronics applications.
In such a society, intelligence and electronic content will increase in all facets of our life
including medical care, homes, factories, municipalities and transportation. We see
evidence daily of new productivity enhancing technologies such as cloud computing,
advanced 5G networks, Chat GPT, Gemini, Microsoft 365 Co-Pilot and other artificial
intelligence software, data mining and predictive analysis, autonomous driving, robotics
and blockchain software. In response, new leading edge semiconductor devices are being
developed which will play a critical role in furthering the use of many such applications. In
fact, the adoption of generative AI is estimated by analysts to have a faster adoption rate
in our society than any other 21
st
century technology, including the smartphone.
16
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Consistent with these trends, a new technology cycle is underway wherein customers
increasingly demand more complex advanced packaging solutions containing ever more
functionality in ever smaller form factors and sub-micron die placement accuracy.
Advanced packaging is recognized as a critical part of the semiconductor value chain and
a gating item to produce next generation AI-related logic and memory devices. Besi is well
positioned with advanced packaging revenue representing approximately 70% of our total
system revenue in 2024 and revenue from the most leading edge applications (<7 micron
die placement accuracy) representing approximately 50% of total revenue. Within advanced
packaging, customer investment in the most leading edge 2.5D and 3D assembly
architectures is the fastest growing segment as seen in the chart below.
ADVANCED PACKAGING REVENUE GROWING RAPIDLY. 2.5D/3D FASTEST GROWING
SEGMENT
Other 2.5D/3D
90
80
70
60
50
40
30
20
10
0
2023 2024E 2025E 2026E 2027E 2028E 2029E
39
Revenue $ billions
48
57
63
71
78
84
41%
37%
34%
30%
43%
46%
47%
Market Revenue CAGR
Other Advanced Packaging 8.4%
2.5D/3D 22.2%
Source: Yole, December 2024
One of the most powerful forces driving growth in Besi’s addressable market today is the
rapid adoption of AI and virtual and augmented reality in our daily business and personal
interactions. End-user customers are highly focused on incorporating generative AI
software capabilities in data centers, personal computers, tablets, smartphones and
industrial manufacturing, among others. Some analysts expect that the AI chip market
could grow more than tenfold over the next decade with a compound annual growth rate
of 30%.
In addition, we see the increased usage of photonics, particularly in pluggable optical
transceivers and ultimately in co-packaged optics, as a means to significantly improve the
performance and speed of application processors and GPUs in data center, cloud
infrastructure and consumer applications while reducing power consumption, heat
dissipation and latency. This is another important future driver of growth.
SILICON PHOTONICS ANOTHER DRIVER OF 2.5D/3D ASSEMBLY GROWTH
Ethernet transceivers Ethernet CPO/LPO
160
140
120
100
80
60
40
20
0
2023 2024E 2025E 2026E 2027E 2028E 2029E
Units (millions)
2
6
15
101
85
6559
112
123
137
Ethernet transceiver unit shipment forecast* 2023 – 2029
* Includes external pluggable optical transceivers and co-packaged optics.
Source: LightCounting, October 2024
The powerful drivers of high-performance computing growth over the next decade will
require new technologies to extend Moore’s law on a cost-efficient basis via new logic and
memory devices incorporating 2.5D/3D chiplet architectures. As Moore’s Law scales more
slowly approaching 2 nm node sizes, the cost per transistor increases more rapidly
resulting in escalating wafer fab costs for producers. Currently, the only means of
extending Moore’s law on a cost-efficient basis is the adoption of 2.5D and 3D device
structures utilizing new advanced packaging solutions.
17
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Besi’s product strategy is focused on providing customers the most cutting-edge,
advanced packaging solutions for the AI era as seen below.
BESI’S ADVANCED PACKAGING SOLUTIONS CRITICAL FOR NEXT GEN AI
APPLICATIONS
Besi’s advanced
packaging solutions
2.5D/3D process
applications
End-user
applications
• Hybrid bonding
• TCB chip to wafer
• High accuracy flip
chip
• Fan-out, embedded
bridge
• Evo multi module
• Thermal management
• Wafer/substrate
molding
• 3D IC logic
• HBM
• CoWos
• Photonics chiplets
• Die embedding
• Thermal lid attach
• Encapsulation
Mobile
• On-Device AI
• Advanced cameras
and sensors
• 5G/6G mobile
Computing
• Datacenters
• Edge AI laptops/PCs
• New AR/VR devices
Auto/industrial
• Autonomous driving
• Vehicle electrification
• Smart grid/clean
energy
Semiconductor producers have expanded their investments in new logic devices for data
center and supercomputer applications utilizing hybrid bonding, TCB, advanced flip chip
and multi module die bonding assembly processes. The significant increase in the
performance, functionality and speed of logic devices has also required new memory
solutions such as HBM in vertical 3D stacks of chips and chiplets to match such performance
improvements, all of which require lower power consumption and heat dissipation to
reduce their cost of ownership and enhance their sustainability.
HBM 4/5 EXPECTED TO ACCELERATE IN 2026
HBM2/2E HBM4/5HBM3/3E
140
120
100
80
60
40
20
0
2023 2024E 2025E 2026E 2027E 2028E 2029E
Units (millions)
120120120
7%
23%
48%
68%
112
95
74
35
Source: Yole, December 2024
Future HBM4 and HBM5 architectures in development today are expected to drive
substantial growth in advanced packaging requirements over the next decade, particularly
in light of ever shorter new product cycles for CPU and GPU devices. Besi’s hybrid bonding
and TCB Next systems are well positioned to benefit from growth in HBM 4 and 5 memory
stacks at or above 12 devices with hybrid bonding uniquely qualified to assemble memory
stacks at or above 16 devices.
Progress achieved in expanding hybrid bonding adoption globally
Hybrid bonding is one of the most important process technologies for the assembly of
generative AI devices as it permits the connection of multiple, heterogeneous chiplets in
die form using direct copper interconnects. Chiplet adoption has also been increasing
rapidly in recent years as one of the primary methods to cost-effectively increase the
power, performance, functionality and density of new chip architectures in AI and high-
performance computing applications for Besi’s principal end-user markets. The use of
chiplets in new device architectures will also encourage hybrid bonding adoption.
Hybrid bonding has the potential to become the leading assembly solution for device
geometries <3 nanometers requiring sub-micron die placement accuracy. It is anticipated
that hybrid bonding adoption should help drive growth for the assembly equipment market
18
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
and Besi’s addressable market at rates higher than those experienced historically given its
importance in extending Moore’s law for semiconductor producers. Its utilization will also
expand demand for Besi’s other leading edge assembly technologies, further increasing
the potential size of our addressable market.
We continue to execute our hybrid bonding development roadmap according to plan. First
shipments of our 100 nm placement accuracy systems to multiple customers occurred in
2024 with excellent market acceptance and an estimated 10% improvement in productivity.
In addition, we are actively engaged to deliver the first 50 nm placement accuracy system
to customers in the second half of 2025.
BESI’S HYBRID BONDING ROADMAP
Generation 1:
200nm
Industry
standard for
hybrid bonding
Bump Pitch
Generation 1+:
100nm
New standard:
100nm bonder
10%
productivity
increase
Generation 2:
50nm
Working on
50nm bonder
30%
productivity
increase
10 µm 9 µm 8 µm 7 µm 6 µm 5 µm 4 µm 3 µm 2 µm 1 µm
2026202520242023
In 2024, hybrid bonding revenue, orders and adoption increased significantly. Revenue
approximately tripled versus 2023 and orders more than doubled. Cumulative orders
exceeded 100 systems highlighting the traction gained since 2021 for this emerging
process technology. In addition, adoption increased to fifteen customers versus nine at
year end 2023. A second leading logic customer was confirmed this year with shipments for
production environments beginning in the fourth quarter of 2024. Of note, we received a
first order in the fourth quarter from a Japanese semiconductor producer focused on the
production of 2 nm advanced logic semiconductors by 2027. In addition, further progress
was made in our collaboration with Applied Materials. A good example is our integrated
hybrid bonding interconnect solution that combines six technologies, including one
module from a partner into a single integrated system. In the past quarter, we successfully
completed important qualification milestones and received volume orders from multiple
leading edge customers. Our integrated hybrid bonding system is one of our next-
generation solutions that is allowing us to extend our leadership in advanced packaging.
We aim to significantly expand Besi’s hybrid bonding revenue potential and market share
over the next decade given our leadership position, technology roadmap, adoption trends
and collaboration with Applied Materials.
Progress achieved in advancing Besi’s sustainability strategy
Besi has significantly increased its sustainability-related activities and reporting over the
past five years including the development of various short- and long-term targets through
2050. We made significant progress on our sustainability agenda in 2024 including
improvements in the areas of Scope 1 & 2 and 3 emissions, fuel consumption, renewable
energy usage, sustainable product design and supply chain as well as personnel topics
such as local management hiring and training. In fact, since 2019, we have reduced the
Scope 1 & 2 emissions intensity ratio by 24.8 points, the fuel consumption intensity ratio
by 3.5 points and increased our energy usage from renewable sources from 18% in 2019 to
99% in 2024. Our favorable performance with respect to intensity target ratios in 2024
versus 2023 was also due to the successful execution of several initiatives including a new
heating system in Austria, the installation of energy management software at Besi
Netherlands and the procurement of renewable energy at Besi’s operations in Malaysia,
China and Vietnam. As a result, the Scope 1 & 2 and 3 emissions intensity ratio improved
further in 2024 and our energy provided by renewable sources increased by 28 points
versus 2023. In addition, all of our energy and emissions related targets set in 2022 were
met or exceeded in 2024. As a result, we developed new enhanced milestones for 2026 in
alignment with 2030 target achievement.
19
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
PROGRESS ON KEY SUSTAINABILITY METRICS
2021 2024
Scope 1 & 2 emissions:
14.4 tCO
2
eq/€ million revenue
Scope 1 & 2 emissions:
0.6 tCO
2
eq/€ million revenue
Renewable energy:
20% of electricity consumption
Renewable energy:
99% of electricity consumption
Scope 3 emissions:
15.9 tCO
2
eq/€ million revenue
Scope 3 emissions:
12.2 tCO
2
eq/€ million revenue
Purchasing Volume audited:
59%
Purchasing Volume audited:
64%
Besi successfully reported in accordance with the European Sustainability Reporting
Standards (“ESRS”) for the first time this year and applied the Corporate Sustainability
Reporting Directive (“CSRD”). We took a number of preparatory steps in advance of ESRS
and CSRD including the significant expansion of the scale and scope of our reporting
activities since 2019 relative to leading external frameworks such as SASB, GRI, SDG,
NFRD, TCFD and the EU Taxonomy. In addition, we pro-actively responded to external
questionnaires such as the CDP Climate Change and the S&P Global Corporate Sustainability
Assessment with a focus on materiality, clarity and transparency. We also conducted a
double materiality assessment in 2023 which assessed the impact of Besi on people and
the environment as well as the environmental and social-related risks and opportunities
to which we are exposed. In order to validate the results of the analysis, we conducted an
engagement roadshow in 2024 with key stakeholders, specifically investors, customers,
suppliers, employees and Works Councils and Work Unions representing Besi employees.
We also completed several initiatives in 2024 to further support the mitigation of several
sustainability-related impacts, risks and opportunities in alignment with our long-term,
sustainable value creation strategy. For instance, Besi Austria invested in flood defenses
for its facility to increase its resilience to the physical impacts of climate change. Progress
was also achieved with employee engagement at Besi APac with a Diversity, Equity and
Inclusion workshop. Besi published and updated several sustainability-related policies on
its website this year having completed an assessment in 2023 of our most material
impacts, risks and opportunities. We also further enhanced our climate-related reporting
including detailed reporting on the size and sources of our Scope 1 & 2 and 3 GHG emissions.
In addition, we created a Climate Transition Plan which outlined our climate targets,
planned emission reduction actions and a roadmap of activities across short-, medium-
and long-term time periods. To this end, Besi expanded the number of metrics collected
and published in the Sustainability Statement. Further, we created and began implementing
a Grievance procedure which helps provide a transparent, fair and efficient process for
addressing grievances from employees, customers, suppliers and other stakeholders.
Moreover, EY Accountants B.V. provided limited assurance on the Sustainability Statement
included in this Annual Report.
2024 Sustainability Highlights
• Met or exceeded substantially all 2024 target ratios set in 2022
• Successfully prepared for ESRS
• Scope 1 & 2 emissions intensity ratio declined by 8.3 points versus 2023; Scope 3
emissions intensity ratio declined by 4.8 points versus 2023
• Increased energy from renewable sources to 99% versus 71% in 2023
• Implemented Design-to-X initiative to reduce die attach platform energy consumption
by 10%
• Developed Climate Transition Plan highlighting key emission reduction levers
• Expanded framework to include public policies on Human Rights and Anti-Corruption
and Bribery
• Improved ratings with MSCI, Sustainalytics, ISS ESG and S&P Global
Besi received external recognition for its sustainability efforts this year. Our ratings with
the major publicly recognized agencies such as Sustainalytics, S&P Global, ISS ESG and
MSCI have improved significantly since 2019. We achieved a rating of “AA” in the updated
2024 MSCI ESG Ratings Assessment, up from “A” in 2022 and “BBB” in 2021. In addition, in
September 2024, Besi’s ESG Risk Rating improved to 12.9 versus 17.8 in 2021 as per
Sustainalytics placing us ninth out of 366 companies in the Semiconductor Industry Group.
Our scores with ISS ESG, Sustainalytics and S&P Global also improved in 2024 relative to
2023. We also continue to be a component of the AEX Sustainability Index.
Progress was also achieved this year to advance Besi’s sustainable product design whose
objective is to apply our intellectual capital to design leading edge assembly solutions
with high levels of reliability, yield of defect free devices and throughput with a lower total
20
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
cost of ownership including efficiencies in energy and material consumption. Over the
course of 2024, Besi conducted a resource consumption analysis of its Generation 1 hybrid
bonding system and created a roadmap to achieve up to 10% potential energy savings for
four die attach product lines. In fact, we already succeeded in achieving a 6.9% reduction
in the energy consumption of one product platform this year. Energy reduction opportunities
for the four product lines have been integrated into our strategic planning for 2025. Growth
in Besi’s installed base of hybrid bonding and other wafer level systems in 2024 also
contributed to sustainable product design and the benefits thereof via an improvement in
the overall performance, speed, efficiency, cost of ownership and energy efficiency of such
systems versus those using leadframe and substrate assembly process technologies.
In addition, we made considerable progress with employee and supplier engagement this
year in alignment with our sustainability-related goals and objectives. Several initiatives
were introduced to further enhance employee engagement including the introduction of
supplementary forms of communication between Besi’s senior management team and
employees which included, among others, in-person sessions at Besi Austria covering
topics such as work-life balance, business outlook and technical priorities. In addition, an
assessment was conducted across the organization which found that Besi employees
receive an adequate wage versus applicable local benchmarks. Further, our employee
engagement was encouraged by a 50% increase in training hours per employee versus
2019.
Besi also experienced increased supply chain participation and engagement on
sustainability topics in 2024 as a result of enhancements to our annual supplier survey
first introduced in 2023. We conducted site visits and stakeholder interviews and circulated
questionnaires at Besi’s principal Asian production facilities to ensure that temporary and
contracted third party workers adhered to the standards outlined in our Supplier Code of
Conduct. We also engaged with our supply chain through a sustainability briefing roadshow,
training sessions and the sharing of sustainability-related knowledge with key suppliers
as well as a sustainability assessment survey focused on Besi’s Environmental, Social and
Governance factors pillars. Further, the percentage of purchasing volume audited and
which answered the RBA Code of Conduct Self-Assessment increased from 63% in 2021 to
68% in 2024, as a result of which Besi achieved silver status with the RBA.
Technology Advisory Board expanded
Besi formed a Technology Advisory Board in 2023 to advance our knowledge of those topics
of greatest importance to our core technology, competitive position and growth prospects.
The Board currently consists of Marvin Liao, formerly VP Operations/Advanced Packaging
Technology and Service of TSMC, Frits van Hout, formerly Executive Vice President and
Chief Strategy Officer of ASML and Vincent DiCaprio, currently Vice President at Applied
Materials and Head of Business and Corporate Development for its Heterogeneous
Integration and ICAPS. The Board composition also includes Besi’s CEO, Richard W.
Blickman and Chris Scanlan, Besi’s SVP Technology. We are pleased to welcome Mostafa
Aghazadeh to the Besi advisory team effective January 1, 2025. Mr Aghazadeh was formerly
Vice President of the Technology and Manufacturing Group and Director of the Chandler
Assembly Technology Development Group at Intel Corporation, responsible for the
development and deployment of CPU packaging and assembly technologies and the
development of packaging material suppliers. Mr Aghazadeh held a variety of technical
and management positions at Intel during his forty-year career and holds six patents in
electronic packaging.
ASSEMBLY GROWTH EXPECTED TO FAVOR BESI’S ADVANCED PACKAGING
PORTFOLIO
Assembly equipment
market
$ millions
CAGR (2024-2029E)
Assembly market 14%
2024E 2029E
4,391
8,280
14%
Besi addressable
market
$ millions
CAGR (2024-2029E)
Die attach 19%
Packaging and plating 12%
Total addressable 16%
2024E 2029E
1,586
P&P
639
DA
947
3,395
P&P
1,132
DA
2,263
16%
Advanced
die placement
$ millions
CAGR (2024-2029E)
Advanced die placement 25%
2024E 2029E
379
1,173
25%
Source: TechInsights, December 2024
21
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Outlook 2025
We enter the year 2025 with cautious optimism based on strong momentum in our
advanced die placement solutions for AI applications partially offset by ongoing weakness
in mainstream automotive, industrial and Chinese end-user markets. There are a number
of factors which support our cautious optimism. We believe that the pace of innovation is
increasing as the pandemic and generative AI have accelerated society’s move to a digital
world with AI technology adoption increasing significantly in our daily lives. Innovation is
an important driver of our business. We believe that the commercial viability of hybrid
bonding process technology has now been confirmed by some of the industry’s leading
players and research institutes. Significant incremental adoption is anticipated to occur
over the next three years as the technology is increasingly used in HBM 4/5 memory
stacks, ASIC logic devices, silicon photonics, co-packaged optics and consumer mobile/
computing applications by both IDMs, foundries and subcontractors. As such, we estimate
that hybrid bonding adoption and deployment is still in its very early stages. We are actively
engaged in plans to expand our capacity and support capabilities for growth anticipated in
the second half of 2025.
The timing and trajectory of a new mainstream assembly upturn is more difficult to predict
at present. Leading analysts such as TechInsights expect a strong rebound in 2025 and
2026 of 21% and 31%, respectively. However, the assembly market still suffers from post-
pandemic excess capacity which has taken more than two years to approach equilibrium.
Semiconductor unit growth and capacity utilization rates have improved significantly since
2022 but at a less rapid rate than previously anticipated by analysts. In addition, assembly
revenue growth in recent years has significantly trailed that of front-end suppliers given
excess assembly capacity in China and many fewer restrictions on the sale of assembly
equipment to Chinese end-user markets which has lessened the urgency to accelerate
order growth. Further, the exact timing of a rebound in smartphone, automotive and
industrial markets is difficult to assess given overcapacity at key European automotive
suppliers as well as less product innovation from leading smartphone manufacturers in
recent years. That being said, we believe it likely that a mainstream assembly recovery will
begin in the second half of 2025 after a downturn of almost three years. Its trajectory will
depend on demand trends in each of our computing, mobile and automotive/industrial
markets and the ultimate course of global trade restrictions.
We believe that the long-term growth prospects for Besi’s addressable market are very
positive, driven by a variety of secular trends including:
• Increased spending for wafer level assembly as producers seek to further extend
Moore’s law through new chiplet-based, 3D logic and memory architectures with
lower power consumption and heat dissipation.
• Continued investment in cloud and digital infrastructure, datacenters and high-
performance computing to support the digital society, broad based generative AI
adoption and the Internet of Everything.
• Expansion of 5G/6G networks, infotainment, gaming and online financial services
which will drive new consumer oriented, AI enabled product introductions and
software applications related thereto.
• The mass adoption of electric and autonomous driving vehicles requiring advanced
sensors and power devices in more complex assemblies.
• Additional capacity investment for new HBM solutions to support the projected
growth in CPU and GPU-processing power.
• Construction of new wafer fabrication facilities due to increased demand from
leading governments globally to secure adequate access to semiconductor IP
development and production.
The development of these secular trends should particularly benefit Besi’s advanced
packaging product portfolio and addressable market share over the next decade. Besi’s
leading position in advanced packaging, engagement with the leaders of the semiconductor
industry as an important, value-added partner and demonstrated production scalability
favorably position us to capitalize on an exciting new era of industry applications and
opportunities in the fastest growing segments of the assembly equipment industry.
In closing, we want to thank our employees, customers, suppliers and other stakeholders
for their contributions this year as Besi continues to deliver impressive results in an
extended industry downturn and as we prepare to capitalize on the promising growth
opportunities available in the artificial intelligence revolution.
Board of Management
Richard W. Blickman
February 19, 2025
Market Overview
22
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
23
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Market Overview
Assembly equipment market
The semiconductor manufacturing process involves two distinct phases: wafer processing,
commonly referred to as the front-end, and assembly and test, commonly referred to as
the back-end. Once the semiconductor chip (also referred to as a “die”) has been created
in the front-end wafer fabrication process, Besi’s assembly equipment is used by customers
to produce advanced semiconductor assemblies or “packages” incorporating a number of
process steps such as (i) die sorting or “pick and place” of good versus bad dies, (ii) die
bonding to leadframes, substrates, wafers, chips and chiplets to facilitate an electrical
interconnection, (iii) die molding to encapsulate the assembled die with an epoxy
compound and protect it from external contamination, (iv) chemical plating to provide
different physical properties to the package at various stages of the assembly process and
(v) trimming and forming of leadframe carriers housing chips and/or singulation (cutting)
of substrate and wafer level devices prior to placement on a printed circuit board and
ultimately, final testing. In addition, new 3D, chiplet-based semiconductor device
architectures used in generative AI applications now require assembly processes such as
hybrid bonding and/or TCB chip to wafer to be used in front-end semiconductor
manufacturing.
Besi’s product strategy focuses primarily on providing advanced packaging solutions to
customers which incorporate both substrate and wafer level packaging processes in their
semiconductor assembly operations. This represents the most technologically challenging
and rapidly growing area of the assembly equipment industry. Our product group offerings
for the assembly equipment market include Die Attach and Packaging & Plating which
represented approximately 81% and 19%, respectively, of our revenue in 2024.
ASSEMBLY EQUIPMENT MARKET (2024E) BESI ADDRESSABLE MARKET (2024E)
Inspection,
Dicing, Other
Wire Bonding
Die Attach
Packaging
1% Plating
Plating
Packaging
Die Attach
41%
14%
16%
23%
62%
36%
2%
Other Bonding
5%
$ 1.7 billion$ 4.4 billion
Source: TechInsights, December 2024
TechInsights, a leading independent industry research firm, estimated that the size of the
assembly equipment market was approximately $ 4.4 billion in 2024, or approximately 4%
of the total semiconductor manufacturing equipment market. The market is estimated to
have grown 6.1% versus 2023. As per their estimates, die attach systems represented 23%
of the assembly equipment market in 2024. Based on such data, we estimate that Besi’s
addressable market was approximately $ 1.7 billion in 2024 which represented approximately
38% of the total assembly equipment market. Our estimated addressable market grew by
12.7% versus 2023 reflecting particular strength in AI computing applications partially
offset by ongoing weakness in more mainstream smartphone, automotive and industrial
applications. Besi has a leadership position in the die attach and advanced die placement
markets which are expected to be the most rapidly growing segments of the assembly
equipment market over the next five years.
CAGR (2024-2029E)
Die Attach 19.9%
Packaging & Plating 12.7%
Other Assembly 10.8%
Total 13.5%
First complete VCM mold shipment from Vietnam, December 2024.
24
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Besi’s key end-user markets
Besi has three principal end-user markets: computing, mobile and automotive. They
represented in the aggregate an estimated 75% of Besi’s total revenue in 2024 (2023: 72%).
In addition, we serve industrial and other markets (9% and 11% of revenue in 2024 and
2023, respectively) and provide spares and service to our installed base of customers (16%
and 17% of revenue in 2024 and 2023, respectively).
BESI END-USER MARKETS TRENDS
Mobile
Computing Automotive Industrial & Other Spares / Services
% of total revenue
202420232022
17%
9%
16%
30%
28%
17%
11%
18%
24%
30%
16%
9%
12%
43%
20%
Source: Besi estimates
PRINCIPAL GROWTH DRIVERS IN BESI’S END-USER MARKETS
Computing Mobile Automotive Industrial/Other
Generative AI On Device AI
Autonomous
Driving
Factory
Automation
• Datacenters
• Edge AI tablets/
PC/laptops
• Gaming
• Advanced cameras
and 3D imaging
• 5G advanced → 6G
• Under display
biometric ID
• New AR/VR
devices
• Advanced
cameras/sensors
• Vehicle
electrification
• SiC and GaN power
devices
• Connectivity/
infotainment
• Smart grid
• Industrial IoT
• Clean energy
Computing
Computing has become Besi’s largest and most-rapidly growing end-user market. It
includes sales of die bonding, hybrid bonding, TCB and packaging systems for high-end
logic and memory devices used in supercomputers, data center servers, PCs, tablets, flat
panel displays and many consumer internet applications such as gaming, entertainment
and financial services. Demand for computing power has been growing rapidly over the
past decade with the explosion of data volumes and memory needed to power the IT needs
of the largest sectors of the global economy. The outbreak of the global pandemic in 2020
served to further increase computing demand, growth rates and the pace of innovation as
governments and corporations moved to build out the digital infrastructure necessary to
support decentralized workplace environments and help lessen chip shortages affecting
the global economy. The introduction of generative AI computing starting in 2022 has
further accelerated demand growth, particularly for advanced GPUs, CPUs and related
devices critical to the build out of data centers training large language and inferencing
models.
25
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
GENERATIVE AI PRIMARY DRIVER OF DATA CENTER COMPUTING GROWTH
Total datacenter AI chip and accelerator market 2023-2029E
400
350
300
250
200
150
100
50
0
2023 2024E 2025E 2029E2026E 2027E 2028E
54
138
194
238
277
317
355
Revenue ($ billions)
CAGR: 37%
Source: TechInsights, December 2024
AI PC/TABLETS ANOTHER MAJOR DRIVER OF COMPUTING GROWTH
400
350
300
250
200
150
100
50
0
6
0%
50%
40%
30%
20%
10%
0%
Units (millions)
2024E 2026E2025E
262
5
282
276
44
80
2027E
280
134
AI PC Non-AI PC AI PC Penetration (RHS)
2%
16%
28%
48%
Source: Morgan Stanley Research, May 2024
One of the most powerful forces driving growth in Besi’s computing end-user market today
is the rapid adoption of AI and virtual and augmented reality in our daily business and
personal interactions. End-user customers are highly focused on incorporating generative
AI software capabilities in data centers, personal computers, tablets, smartphones and
industrial manufacturing, to name just a few applications. TechInsights expects that the
datacenter AI chip market could grow to reach $ 355 billion by 2029, or at a compound
annual rate of 37% between 2023 and 2029. In addition, the AI PC market is expected to
grow by a compound annual rate of 42% between 2023 and 2029. We also see the increased
usage of photonics, particularly in (i) pluggable optical transceivers or (ii) as co-packaged
optics within high-performance data center servers to further extend performance and
reduce power consumption and heat dissipation for AI applications. Silicon photonics
semiconductor shipments (including co-packaged optics) are expected to reach 152 million
units by 2029 and to grow at a compound annual rate of 17% between 2023 and 2029.
Other computing growth opportunities include the expansion of cloud-based infrastructure
and applications necessary to support the new digital society, the usage of software to
mine, organize and analyze the massive quantities of data being generated and the
proliferation of the Internet of Everything including the smart management of residential,
industrial and municipal equipment and functions.
The powerful drivers for high-end computing growth over the next decade will require not
only new means of extending Moore’s law on a cost-efficient basis through next generation
logic and memory architectures incorporating 2.5D/3D chiplet architectures but also new
wafer level assembly solutions. At present, the most significant investment by
semiconductor producers is for next generation logic devices in data center and
supercomputer applications utilizing hybrid bonding, TCB, advanced flip chip and multi
module die bonding assembly processes. The significant increase in power, performance,
functionality and speed of logic devices has also required new memory solutions such as
HBM in vertical 2.5D/3D stacks of chips and chiplets to match such performance
improvements for next generation devices. In fact, HBM4+ units are expected to grow from
0% currently to 68% of the total HBM market by 2029. The current generation of HBM3
memory devices and HBM4 and HBM5 architectures in development utilizing new process
technologies such as hybrid bonding and TCB for memory die stacking are expected to
drive substantial growth in advanced packaging requirements over the next decade.
Besi has developed the industry’s leading portfolio of advanced packaging solutions to
support customer logic and memory roadmaps for the next decade no matter which
assembly process is utilized.
26
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Mobile internet
Mobile internet applications now represent Besi’s second largest end-user market. For
this market, we sell die bonding, packaging and plating systems to support high-end and
mainstream smartphones, wearable internet devices such as wireless watches,
headphones, virtual headsets and other related wireless devices and logistical systems.
Besi’s end-user customers include the largest mobile handset manufacturers and their
global supply chains worldwide. Revenue from this end-user market can fluctuate
significantly per annum depending on the pace of innovation and the timing of new product
introductions. Through its assembly solutions, Besi helps manufacturers develop next
generation mobile device features and functionality such as generative AI, 5G/6G antennas,
front-back facing and periscope cameras, advanced camera modules and lenses and
enhanced 3D sensing and facial recognition capabilities.
A significant customer focus currently is the development of die bonding and packaging
solutions for (i) edge computing/AI enabled smartphones, smart watches, virtual reality
headsets and AI-enabled glasses requiring even more sophisticated camera modules,
lenses and imaging technologies, (ii) enhanced 3D video, gaming and infotainment
applications, (iii) the development of 6G network capacity and (iv) improved security for
online payment and banking applications. As such, the market share represented by
premium smartphones is expected to grow rapidly over the next decade. Such growth
opportunities will require new device architectures incorporating higher data transfer
speeds and computing capabilities, lower power consumption and heat dissipation and
the use of chiplets to increase the power, performance, density and complexity of next
generation devices in ever smaller form factors. Such next generation device architectures
will require advanced assembly solutions utilizing Besi’s most advanced multi module die
bonding, flip chip, TCB, hybrid bonding, molding and singulation systems.
GEN AI SMARTPHONES TO GROW RAPIDLY
2023 2024E 2024E2025E 2026E 2027E 2028E
GenAI share of
smartphone
shipments
Smartphone segments CAGR (2023-2028E)
GenAI smartphones 78.4%
Total smartphones 2.3%
Shipment units in million
800
700
600
500
400
300
200
100
0
51%
2028E
Installed
base to exceed
1 billion
Availability
across multiple
price-tiers
Broader use
cases to emerge
Samsung
and Apple to drive
GenAI trend
54%
19%
Source: Counterpoint Research AI 360, October 2024
Automotive
Besi’s automotive end-user market consists principally of the sale of die bonding,
packaging and plating systems for intelligent automotive components, sensors and
subsystems to leading European, North American and Japanese automotive suppliers.
Besi’s system solutions address critical automotive requirements such as power, safety,
reliability, intelligence and autonomous driving capabilities. Our addressable automotive
market has grown significantly in recent years due to the increased use of semiconductors
and electronics to deliver increased power, performance, functionality and safety to
consumers.
FAVORABLE AUTOMOTIVE MARKET OUTLOOK
100
90
80
70
(million units)
1,400
700
0
140
70
0
($/unit)
($ billion)
2023 2031E
Global vehicle production
TAM of auto semiconductor
1.1x
2023 2031E
Average semiconductor content per vehicle
1.6x
2023 2031E
1.7x
91
831
101
1,306
75
130
Source: TechInsights, December 2024
Projected growth in this end-user market reflects (i) the ever-increasing electronic content
and AI necessary to deliver increased computing power and functionality for autonomous
driving and infotainment capabilities and (ii) the usage of more dense, integrated and
complex power and SiC devices as the industry moves to electric and computer driven
vehicles in response to environmental and climate change concerns. Growth in such
applications will also increase the semiconductor content and the cost of semiconductor
content per car in the future.
Industrial and other
In industrial and other end-user markets, Besi sells its full range of systems for a variety
of applications including advanced power, industrial Internet of Things (“IoT”), robotics,
medical, high-end lighting and LED devices, solar cell technology, lithium-ion battery and
renewable energy. In addition, the move to an AI powered Industry 4.0 is creating additional
demand for semiconductors used for sensing, actuation and control in a wide range of
industrial applications. For example, industrial IoT systems are being developed to
27
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
integrate wireless communication modules with sensors to provide remote, centralized
control of industrial equipment. Besi’s equipment is also used in the production of
industrial power conversion systems that employ advanced power switching devices to
increase their efficiency and reduce their electrical power consumption. Such new
applications require the increased use of Silicon IGBTs, SiC and Gallium Nitride (“GaN”)
devices which can significantly increase efficiency and performance but will require a new
range of assembly equipment solutions.
Spares and service
Revenue from Besi’s spares and service activities represented 16% and 17% of total revenue
in 2024 and 2023, respectively. In general, revenue from these activities has grown
significantly over the past decade reflecting the increase in our installed base of systems
and increased customer requirements for onsite production assistance associated with
our most advanced packaging systems. Revenue from spares and service activities is
typically less cyclical than from our equipment sales.
Assembly equipment market trends
TechInsights currently estimates that the semiconductor assembly equipment market
increased by 6.1% versus 2023 but has decreased by 33.8% from the last cyclical peak in
2021. The current downcycle has been driven primarily by lower demand in mainstream
consumer applications such as mobile handsets, PCs, laptops, wearables and gaming
consoles post large capacity builds in 2020 and 2021. It also reflected an inventory
correction by semiconductor producers from elevated levels during the COVID-19 pandemic.
Market growth was further adversely affected by a significant decline in automotive and
industrial demand post a substantial capacity build during 2021-2022 and from an extended
downturn experienced by Chinese subcontractors due to assembly overcapacity and
decelerating economic growth in that country. Decreased demand in Besi’s principal end-
user markets in 2024 was more than offset by substantial growth for generative AI
applications which favorably benefited demand for our hybrid bonding, flip chip and multi
module die attach systems used primarily in high-end computing and data center
applications.
ASSEMBLY EQUIPMENT MARKET TRENDS 2020 – 2026E
8.0
7.0
6.0
5.0
4.0
3.0
2.0
1.0
0.0
2020 2021 2022 2023 2024E 2025E 2026E
3.9
$ billions
6.6
5.6
4.1
4.4
5.3
7.0
+59%
Source: TechInsights, December 2024. Assembly equipment revenue excludes service revenue.
Looking forward, TechInsights estimates that the assembly equipment market will
increase by 21% in 2025 following an extended industry downturn that has lasted more
than two years. They believe that a new industry upturn has begun which will result in
growth of 59% between 2024 and 2026 as semiconductor unit production increases, excess
inventory is consumed, capacity utilization rates rise and demand for new AI-related
advanced packaging solutions continues to increase. However, there are a number of
variables currently which could alter the trajectory of any upturn including the path of GDP
growth in 2025, inflation and global trade restrictions.
28
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
WORLDWIDE IC UNIT GROWTH TRENDS
8.5
8.0
7.5
7.0
6.5
6.0
5.5
5.0
4.5
4.0
3.5
3.0
2.5
2.0
1.5
IC unit run rate (billions/week)
Jan 04
Jan 05
Jan 06
Jan 07
Jan 08
Jan 09
Jan 10
Jan 11
Jan 12
Jan 13
Jan 14
Jan 15
Jan 16
Jan 17
Jan 18
Jan 19
Jan 20
Jan 21
Jan 22
Jan 23
Jan 24
Worldwide monthly total IC unit shipments
(Jan 2004 - Sep 2024)
Source: WSTS, Future Horizons, January 2025
SEMICONDUCTOR INVENTORY TRENDS
300
250
200
150
100
50
0
2.5
2.0
1.5
1.0
0.0
$ billions
IC inventories (Q1 2016 - Q1 2025F)
Q1 2016
Q2 2016
Q3 2016
Q4 2016
Q1 2017
Q2 2017
Q3 2017
Q4 2017
Q1 2018
Q2 2018
Q3 2018
Q4 2018
Q1 2019
Q2 2019
Q3 2019
Q4 2019
Q1 2020
Q2 2020
Q3 2020
Q4 2020
Q1 2021
Q2 2021
Q3 2021
Q4 2021
Q1 2022
Q2 2022
Q3 2022
Q4 2022
Q1 2023
Q2 2023
Q3 2023
Q4 2023
Q1 2024
Q2 2024
Q3 2024
Q4 2024F
Q1 2025F
Total inventory Total Inventories to Billings ratio
Source: TechInsights, December 2024
We believe that the long-term prospects of the assembly equipment market are very
favorable, driven by a variety of secular trends including:
• The slowing of Moore’s law which will require producers to increase the productivity and
performance per unit of silicon utilizing new wafer level assembly solutions.
• Increased spending for wafer level assembly technologies such as hybrid bonding and
TCB chip to wafer bonding as semiconductor producers seek to extend Moore’s law
through new chiplet-based, 2.5D and 3D logic and memory architectures primarily for
new AI applications.
• Continued investment in cloud and digital infrastructure and high-performance
computing to support the digital society, broad based generative AI adoption and the
Internet of Everything.
• Expansion of AI enabled smartphones, infotainment, gaming and online financial services
which will drive new product introductions and software applications related thereto.
• The mass adoption of electric and autonomous driving vehicles requiring advanced
sensors and power devices in more complex assemblies.
• Additional capacity investment for new HBM solutions to support the projected growth
in CPU and GPU processing power.
• Construction of new wafer fabrication facilities due to increased demand from leading
governments globally to secure adequate access to semiconductor IP development and
production.
The development of these secular trends should particularly benefit Besi’s advanced
packaging product portfolio and increase our addressable market and market share over
the next decade.
29
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
GOVERNMENT FUNDING HELPS DRIVE NEW FAB CAPACITY GLOBALLY
Source: TechInsights, May 2024; Besi estimates
Strategically well positioned for next generation of electronics applications
We are in the early stages of a transition to an AI enabled, digital society accompanied by
a new generation of sustainable and more environmentally friendly electronics applications.
In such a society, intelligence and electronic content will increase in all facets of our life
including medical care, homes, factories, municipalities and transportation. We see
evidence daily of new productivity enhancing technologies such as cloud computing, 5G
networks, Chat GPT, Gemini, Microsoft 365 Co-Pilot and other artificial intelligence
software, data mining and predictive analysis, autonomous driving, robotics and blockchain
software. In response, new leading edge semiconductor devices are being developed which
will play a critical role in furthering the use of many such applications. In fact, the adoption
of generative AI is estimated by analysts to have a faster adoption rate in our society than
any other 21
st
century technology, including the smartphone.
Consistent with these trends, a new technology cycle is underway wherein customers
increasingly demand more complex advanced packaging solutions containing ever more
functionality in ever smaller form factors and sub-micron die placement accuracy.
Advanced packaging is now recognized by customers as a critical part of the semiconductor
value chain and a gating item to produce next generation AI-related logic and memory
devices. As such, Besi is actively involved with the leading semiconductor producers and
South Korea
$ 19.7B
Initiated 2022
Taiwan
$ 16B
Initiated 2023
India
$ 10B
Initiated 2021
Non-exhaustive list
Malaysia
$ 5.6B
Initiated May 2024
US Chips Act
$ 52.7B
Initiated 2022
Includes $ 11B R&D
EU Chips Act
$ 46.5B
Initiated 2023
Includes $ 3.1B R&D
China Big Fund
$ 27B (Phase 2)
Initiated 2019
$ 47.5B (Phase 3)
Japan
$ 13.9B
Initiated 2021
supply chains at an early stage in the design process to help them achieve their future
device roadmaps. We are well positioned with advanced packaging revenue representing
approximately 70% of our total revenue in 2024 and revenue from the most leading edge
applications (<7 micron die placement accuracy) representing approximately 50% of total
revenue. In addition, we have developed the industry’s leading advanced packaging system
portfolio to deliver next generation assembly solutions to our customers as generative AI
adoption expands broadly.
Besi’s leading position in advanced packaging, engagement with the leaders of the
semiconductor industry as an important, value-added partner with demonstrated
production scalability favorably positions us to capitalize on an exciting new era of industry
applications and growth. We also believe that our product portfolio is well positioned to
capitalize on opportunities in the fastest growing segments of the assembly equipment
industry, particularly in leading edge, advanced die placement.
LEADING MARKET SHARES ACROSS KEY DIE ATTACH MARKETS
Besi
67%
Other
33%
Besi
43%
Other
57%
Besi
22%
Other
78%
Besi
35%
Other
65%
c.20
competitors
c.10
competitors
c.22
competitors
$ 333
million
$ 947
million
$ 526
million
$ 1.5
billion
2023 Addressable Market*
Die Attach
(77% of 2023 Revenue)
Advanced
Die Placement**
Packaging & Plating
(23% of 2023 Revenue)
* Excludes wire bonding, dicing, services and other.
** Advanced die placement defined as <7 micron accuracy.
Source: TechInsights, May 2024
30
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Hybrid bonding adoption has potential to significantly increase size of assembly
equipment market, Besi’s addressable market and our market share
A key strategic focus currently is the expansion of Besi’s penetration of both logic and
memory markets accompanying the infrastructure growth necessary to power the AI
revolution in our digital society of which advanced packaging plays a critical role. We
signed a joint development agreement with Applied Materials in October 2020 to develop
the industry’s first integrated equipment solution for die-based hybrid bonding. Applied
Materials leads the wafer fab equipment industry in the materials and systems used to
create on-chip interconnects with products spanning etch, CVD, PVD, copper electroplating,
CMP and process control. Hybrid bonding represents the next evolution of die bonding
technology as the semiconductor market moves from substrate to wafer level assembly. It
enables a direct, copper-to-copper connection between chips, chiplets and wafers with
much higher interconnect density than previously possible.
HYBRID BONDING ENABLES FASTER, MORE COMPLEX DEVICES WITH SUBMICRON
PLACEMENT ACCURACY
Direct Cu-Cu 3D Interconnect
1,000x increase in contact density
+
Heterogeneous Chiplet Integration
More transistors per package
New chip
architectures
•
• Quasi-monolithic 3D
• Optimal use of nodes
• Customized designs
• Highly configurable
Increased
performance
•
• Highest compute power
• Increased data transfer
• Higher bandwidth
• Higher speed
Lower cost of
ownership
•
• Higher die yield
• Lower energy per bit
• Lower cost per contact
• Lower heat dissipation
Hybrid bonding offers many advantages to customers in terms of form factor, power,
energy efficiency, contact density, data transmission speed and cost of ownership. It can
greatly expand data transmission speeds with substantially higher contact density than
prior assembly process technologies while reducing heat dissipation and consuming less
energy per bit. As such, it also represents an important advancement in sustainability for
semiconductor manufacturing technology. In addition, the use of chip scale, wafer level
packaging integrating a variety of heterogeneous chip functions and architectures enables
customers to create ever smaller, more dense, complex and powerful devices in new 3D
architectures with significantly increased features and functionality versus current
substrate-based process technologies. Given demanding specifications, it is more like a
front-end process technology in that it requires a front-end cleanroom production
environment to eliminate particulate contamination. Equally important, it enables the
integration of heterogeneous functions such as logic, memory and specific feature
components in chiplet-based architectures. Using hybrid bonded chiplets, customers can
create the smallest, most complex and powerful devices in the semiconductor market at a
placement accuracy ten times more accurate than the most advanced assembly technology
currently. As such, customers benefit from increased circuitry speed, density and
performance while significantly reducing their overall cost of ownership.
The use of disaggregated chips, or chiplets, in next generation architectures also helps
producers lower their cost of ownership significantly as they scale down Moore’s Law
curve <5 nm geometries in the face of rapidly escalating wafer fabrication costs. The use
of chiplet technology in wafer level assembly can also drive increased capital intensity for
hybrid bonding and TCB chip to wafer systems given the increased number of process
steps required to achieve heterogeneous integration of disparate semiconductor functions.
CHIPLET USAGE TO GROW RAPIDLY OVER NEXT DECADE
Global chiplets market
120
100
80
60
40
20
0
2023 2024E 2025E 2033E2032E2030E 2031E2026E 2027E 2029E2028E
3
4
6
9
13
18
26
$ billions
CAGR 95%
37
53
75
107
Source: Nomura/MarketUS, August 2024
31
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
CHIPLET ADOPTION DRIVES HIGHER CAPITAL INTENSITY
Single Chip Design Multi Chip Module Multi Chiplet System
1 Step More die attach steps Dozens
10µm Higher accuracy 100nm
Source: Besi
Hybrid bonding process technology has the potential to become the leading assembly
solution for device geometries <3 nanometers over the next decade. Each of the largest
global semiconductor producers is currently evaluating its adoption in their future device
roadmaps for both logic and HBM applications. Currently, hybrid bonding has been
successfully utilized for the commercial production of high-end logic devices for data
centers and other high-performance computing applications with total cumulative orders
in excess of 100 systems received since 2021. Potential applications are numerous including
supercomputers, high-end servers, artificial intelligence software, silicon photonics and
co-packaged optics, high-end smartphones, PCs, laptops, wearables, gaming,
entertainment, autonomous driving and medical. Such applications also have the potential
to significantly increase the capital intensity and size of the assembly equipment market
over the next decade. Adoption has expanded annually with a total of 15 customers at year
end 2024. Significant incremental adoption is anticipated to occur over the next three
years as the technology is increasingly used in HBM 4/5 memory stacks, ASIC logic devices,
co-packaged optics and consumer mobile/computing applications by IDMs, foundries and
subcontractors.
The market potential for hybrid bonding process technology is significant as indicated in
the graph below:
HYBRID BONDING MARKET POTENTIAL
2,000
1,800
1,600
1,400
1,200
1,000
800
600
400
200
0
Total # installed hybrid bonding systems
Estimated 900 – 2,000 systems cumulatively by 2030*
Use in
application
processors
Memory
adoption
begins
Logic volume
production
starts in 2022
with a second
wave in 2024
2021 2022 2023 2024 2025 2026 2027 2028 2029 2030
High case
Low case
Mid case
Memory
LogicVolume ProductionDevelopment
Volume ProductionDevelopment
Mobile AP
Volume ProductionDevelopment
Source: Besi estimates, June 2024
* Excludes co-packaged optics and complex CMOS sensor applications.
We believe that the hybrid bonding market is tracking at the mid-point of our estimated
market trajectory. Its increased acceptance should help drive growth both for the assembly
equipment market and our addressable market at rates higher than those experienced
historically. In addition, hybrid bonding adoption will also expand demand for other
advanced packaging assembly technologies such as TCB chip to wafer, embedded bridge
die attach, advanced flip chip and multi module die attach systems in new device
architectures, all of which can further increase the potential growth of our addressable
market. Given our initial leadership position in this segment, we hope to expand both
Besi’s revenue potential and market share over the next decade.
Monolithic | Integrated SoC Multiple Dies | process optimized Individual IPs | process optimized
32
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Increased focus on sustainability and climate change in production of next
generation devices
Society and customers in each of our end-user markets are increasingly interested in
sustainability as they seek to operate in a safer, more environmentally efficient manner.
In fact, the semiconductor industry will contribute significantly to the long-term energy
transition away from fossil fuels by the development of AI chips to reduce energy
consumption, optimize energy efficiency and facilitate the usage of renewable
energy technologies.
Many of Besi’s assembly systems are used to assemble more efficient semiconductor
devices and reduce material and energy consumption. During the COVID-19 pandemic, our
systems helped facilitate a more decentralized working environment which contributed to
reductions in corporate and personal travel and congestion in urban environments. In
addition, our ability to rapidly scale production during the pandemic played an important
role in helping not only satisfy increased customer demand but also in reducing supply
chain shortages globally, particularly for consumer devices such as smartphones,
automobiles and various computing equipment and software related thereto.
Besi’s advanced packaging technologies have assisted in the development of the digital
society with our systems performing an important role in the development of artificial
intelligence, 5G networks, high-performance data centers and blockchain software. They
also have aided in the development of smart cities, smart manufacturing, smart mobility
and self-driving electric cars with artificial intelligence. Hybrid bonding and TCB chip to
wafer process technologies will further contribute to the development of a digital society
with its promise of significantly increased data transmission speeds and increased power
and functionality in ever-smaller form factors. The use of hybrid bonding systems can also
contribute positively to sustainability as it promises significantly lower resource and
energy consumption in the assembly manufacturing process. Our systems also contribute
to a more efficient and cleaner world by means of longer battery life for electronic devices,
more efficient solar cells and lower power consumption and heat dissipation in
smartphones, logic devices and high bandwidth memory. Additionally, increased
automotive electronic content and intelligence can help foster the development of next
generation electric and autonomous vehicles without fossil fuel generated internal
combustion engines.
Resource consumption is another important trend which affects our business and end-
user markets. Customer preferences are now fully focused on the reduction of the energy,
heat and carbon footprint of assembly systems over their product lifetimes. In response,
Besi designs high quality, flexible systems which have long useful lives and can be
repurposed by customers or by us for other production requirements to extend their useful
lives. In addition, Besi is actively developing more energy efficient equipment with reduced
material and energy consumption as well as lower failure rates, all of which can help
improve resource efficiency. For more information, please refer to the Sustainability
Statement.
Collecting waste (Besi Leshan).
33
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Strategy
34
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Mission
Besi’s mission is to become the world’s leading supplier of semiconductor assembly
equipment for advanced packaging applications and to exceed industry average
benchmarks of financial performance. We also strive to create long-term sustainable
value for stakeholders and operate our business in a responsible way respecting both the
environment and society.
Summary strategy and long-term sustainable value creation model
Long-term success in the assembly equipment industry requires technological leadership,
customer alignment, system reliability and high levels of accuracy in 24/7, high volume
production environments. Other key factors include production flexibility and scalability in
response to volatile shifts in demand for an industry whose cycle times have become ever
shorter. We also recognize the importance of sustainability considerations in the
development of our strategy such as our carbon footprint, the sustainable performance of
Strategy
our systems and the development of a business culture which is diverse, respects the
rights of our employees and promotes the skills and talents of our personnel. Besi’s
business strategy has been developed with these considerations in mind. Please see the
Sustainability Statement in this Annual Report for more detailed information as to Besi’s
sustainability strategies.
One of our top priorities is the maintenance of technological leadership in the advanced
packaging segment of the industry. This is the most rapidly growing part of our business
with the greatest potential for future growth. We aim to leverage Besi’s technological
leadership position to generate ever higher levels of through-cycle revenue, profitability
and cash flow via a highly scalable and flexible production model. Weekly analyses of order
development and the supply chain combined with disciplined cost control efforts have
enabled us to respond rapidly to changing market conditions, retain superior margins and
generate high levels of cash flow to support a shareholder friendly capital allocation policy.
BESI’S LONG-TERM SUSTAINABLE VALUE CREATION MODEL
CAPITALS INPUT OUTPUT IMPACT STAKEHOLDERS
Intellectual • Significant investment in research and
development
• Know-how of our people
• Our intellectual property
• Leading edge assembly solutions
• Sustainably designed systems
• Partnership with industry leaders
Environmental footprint
• Promote cleaner environment. Mitigate climate change
• Longer battery life in electronics
• Lower power consumption and heat dissipation in smartphones
• Lead free content in PCBs
• Reduced waste, water, energy, packaging and hazardous materials
• More efficient solar cells
• Electric vehicle usage
• Reduced greenhouse gas emissions
Digital society
• Promote new applications in digital society
• Smart infrastructure, manufacturing and homes
• Better communication, mobility, medical care and security
Employees and workers in the value chain
• Provide safe and healthy working environment
• Invest in well-being of employees
• Promote training, local sponsorship, investments, diversity and
inclusion and human rights
Shareholders
• Offer attractive total long-term returns
Customers
Human • 1,878 worldwide fixed employees
• Flexible workforce
• Responsible ethics, labor and tax
practices
• Committed and engaged employees
• Long-term customer relationships
• Increased customer satisfaction
• Expand addressable market
Employees
Natural • Minerals, metals and other raw materials
• Natural and renewable energy sources
• Recyclable materials
• Lower carbon footprint
• Higher % of renewable energy
• Conservation of natural resources
Society
Industrial • Our global production and supply chain
• Components, modules and semi-finished
products we purchase
• Value-added assembly
• Scalable, sustainable and responsible
supply chain
• Flexible production model
Suppliers
Financial • Strategic planning
• Capital allocation
• Capital markets funding
• Acquisitions
• Peer-leading financial metrics
• € 1.4 billion returned to shareholders (5 years)
• Average ROAE of 41.6% (5 years)
• Total shareholder return 353% (5 years)
Shareholders
35
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Strategic objectives
Besi’s Board of Management reviews its strategy on a regular basis and sets new initiatives
each year to help achieve our business objectives. We engaged an independent consulting
firm in 2016, 2019, 2021 and 2023 to help assess our strategic plan and long-term
sustainable value creation model and formulate specific market, product, revenue,
sustainability and cost initiatives. The most recent plan assessment encompassed the
period 2023-2027 and involved the participation of, and feedback from, various stakeholders
such as extended management, employees, customers, the Supervisory Board and
shareholders to help define key issues and initiatives. Besi’s development and successful
execution of strategic initiatives have favorably influenced our organizational development,
competitive position and financial performance in recent years.
Our key objectives to realize long-term sustainable value creation can be summarized as
follows:
Reward
shareholders
via capital
allocation policy
Exceed
challenging
sustainability
metrics for 2026
and 2030
Maintain best
in class
technology
leadership
Expand
presence in
wafer level
assembly
applications
Acquire
companies with
complementary
technologies
and products
Increase
market
presence in
addressable
markets
Enhance
scalability
and reduce
structural costs
Strategic
Objectives
Through the realization of these strategic objectives, Besi seeks to:
• Increase revenue at rates exceeding the growth rate of the assembly equipment market.
• Reduce revenue volatility.
• Become a more efficient and profitable company with increased market share in those
segments of the assembly equipment market with the greatest long-term growth
potential.
• Enhance production scalability and flexibility to better serve customers and improve our
performance during semiconductor cycles.
• Achieve our strategic objectives responsibly for the benefit of all stakeholders, partners,
the environment and the local communities in which we operate.
• Be a good employer, focused on employee wellbeing and fostering a workplace culture
that encourages employees to grow and excel in their careers.
In addition, Besi wants to be a meaningful partner in the AI revolution and to further
advance information and communication technologies which can benefit sustainability
themes in the future.
The key financial and non-financial metrics of our business model for the next five-year
period are set forth in the chart below:
KEY BUSINESS MODEL OBJECTIVES
Business Model
Revenue € 1 billion+++
Addressable market share 40%+
Gross margin 62-66%
Operating margin 35-50%
Headcount split 75% Asia/25% Europe/NA
Scope 1 & 2 emissions Net Zero GHG by 2030
Global energy needs 100% from renewable sources
36
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Maintain best in class technology leadership
Besi aims to provide global semiconductor manufacturers, foundries and subcontractors
with a compelling value proposition consistent with market requirements and new product
development roadmaps. We seek to differentiate ourselves in the marketplace by means
of a technology-led product strategy that capitalizes on revenue opportunities in both
premium and mainstream assembly equipment markets. Besi enters such markets with
leading edge technology and products appealing to the first movers of the industry,
typically leading global semiconductor manufacturers and other advanced industrial end-
users. Upon commercial acceptance, we then attempt to maximize the return on product
investment through continued system cost of ownership reduction so that they appeal to
a broader, more mainstream customer base and extend their product life cycle. Mainstream
customers are often Asian assembly subcontractors. Besi exits product markets when its
technology becomes commoditized and returns on investment become unattractive. In
pursuing its product strategy, Besi uses its core competency to (i) enhance the sustainable
design of its systems, (ii) increase its revenue, addressable market and market share and
(iii) maximize the return on its technology investment.
Over the past five years, Besi has developed next generation die attach and packaging
systems with a particular emphasis on a new portfolio of wafer level assembly systems
facilitating heterogeneous 2.5D and 3D device architectures for AI applications. Efforts
have focused on customer requirements for (i) increased accuracy, performance, chip
density and complexity, (ii) lower power consumption and heat dissipation, (iii) thinner
devices and higher levels of miniaturization, (iv) sustainable design to reduce material
consumption and increase energy efficiency and (v) shorter lead times, all at a lower
overall cost of ownership. In addition, we design enhanced versions of each product line
every one to two years to ensure that Besi’s systems maintain their technological
leadership in the areas of form factor, placement accuracy, reliability, throughput and
sustainability.
Key highlights in recent years include the development for production environments of:
• Hybrid bonding systems capable of integrating multiple heterogeneous chips, chiplet
functions and wafers via a high-density copper interconnect.
• Next generation TCB chip to wafer and embedded bridge die attach systems for use in
wafer level, 2.5D and 3D assembly applications.
• Next generation multi module die bonding systems capable of assembling multiple,
complex devices for advanced features such as 3D image sensing, facial recognition and
silicon photonics using 2.5D architectures.
• An in-line flip chip system for the placement of HBM and logic devices in 2.5D architectures
at industry leading throughput and flexibility.
• Assembly solutions for advanced 5G smartphones, watches, headphones, virtual
headsets, AR glasses, electric vehicles and autonomous driving.
• Fan out wafer level die bonding systems and wafer level molding systems for 2.5D and 3D
device architectures.
• Next generation solder and diffusion die bonding systems for use in assembling power
semiconductor devices for automotive and industrial applications.
In addition, Besi is re-engineering several of its existing product platforms to enhance
their sustainability and reduce their overall cost and manufacturing cycle time through
more standardized design and manufacturing processes. As part of the streamlining
process, we have incorporated common parts and common platforms for each successive,
next generation die bonding and packaging system with the objective of decreasing the
number of platforms for such products. This initiative will enable Besi to (i) enhance
sustainability via a reduced number of components and machine parts utilized per system,
(ii) decrease average component costs, (iii) greatly simplify design engineering, (iv) shorten
cycle times and (v) lower warranty expense. In addition, we implemented a Design-to-X
initiative to further promote sustainable design across our product portfolio. The objective
is to reduce our customer’s total cost of ownership while optimizing material consumption
and energy efficiency. In such ways, we expect to achieve enhanced labor, supply chain and
working capital efficiencies and lessen our products’ environmental impact.
Expand presence in wafer level assembly applications
A key strategic focus is the expansion of Besi’s penetration of both logic and memory
markets in the era of cloud and high-performance computing, artificial intelligence and
the Internet of Everything of which advanced packaging plays a critical role. Toward this
end, we collaborate with Applied Materials, the leader in front-end wafer fabrication tools
and processes, to help promote the adoption of integrated hybrid bonding production lines
incorporating our hybrid bonding systems. Hybrid bonding represents the next evolution in
interconnect technology as the semiconductor market moves from substrate to sub-
micron accuracy wafer level assembly. Its adoption will also expand demand for other Besi
advanced packaging solutions such as TCB chip to wafer, multi module attach, embedded
bridge die attach and advanced flip chip die bonding systems further increasing the
potential growth of our addressable market.
At present, Besi has a leadership position in the development and sale of hybrid bonding
systems to the industry’s leading producers with more than 100 orders received since its
launch in 2021. An important focus of our strategic planning has involved refinements to
Besi’s organization and management structure in order to realize the potential of this new
revenue stream and other sub-micron placement accuracy die bonding solutions while
maintaining the exciting growth opportunities of our existing advanced packaging
portfolio. We significantly increased development staff in Austria and Singapore and added
service support in Taiwan and North America for new advanced packaging and hybrid
bonding production lines. We established cleanroom facilities in Austria, Malaysia and
37
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Singapore over the past three years to accommodate future hybrid bonding production and
customer process support. In addition, Besi opened a new 125,000 square foot Malaysian
facility in 2023 and established a new assembly facility in Vietnam to expand our capabilities
in alignment with customer roadmaps. We intend to significantly expand cleanroom
capacity and support capabilities for the production of hybrid bonding and TCB Next
systems in 2025 in both Malaysia and Singapore and to further grow our Vietnamese
assembly capabilities. We intend to dedicate additional management, development and
production resources to help ensure the success of such promising growth opportunities.
Increase market presence in addressable markets
Key to increasing our market presence and addressable market is the development of
close, strategic relationships with customers at the forefront of semiconductor technology
deemed critical to our technological leadership and growth. Besi’s customer relationships,
many of which exceed 50 years, provide us with valuable knowledge about semiconductor
assembly requirements as well as new opportunities to jointly develop assembly systems.
As such, they provide us with important insights into future market trends and opportunities
to broaden the range of products sold to customers.
In order to sustain close relationships with customers and generate new product sales,
Besi believes it is critical to maintain a significant presence in after-sales and service in
each of its principal markets. As such, Besi currently has 13 regional sales and service
offices in the Asia Pacific region, Europe and North America and a direct sales force and
customer service staff of almost 250 people at year end. Consistent with the migration of
customers to Asia, we have strengthened our sales and customer service activities in this
region and have shifted a significant portion of our resources to countries such as
Singapore, China, Malaysia, Thailand, Taiwan, Korea and Vietnam. Further, we centralized
all global spare parts activities in one business unit based in Singapore to increase
customer satisfaction and efficiency. We plan to expand our Asian process support, order
fulfillment and field service capabilities over the next five years to better serve a rapidly
growing installed base of customers in the region.
We seek to increase long-term, sustainable revenue growth by expanding Besi’s
addressable markets and market presence via the following initiatives:
• Pick the Winners: leverage our leadership position in substrate and wafer level assembly
technology to engage with customers at the forefront of leading edge applications.
• Expand market position profitably in wafer level assembly via our first mover advantage
in hybrid bonding as well as advanced packaging systems for 2.5D architectures.
• Provide new assembly solutions for next generation mobile, computing and automotive
applications in the areas of cloud and high-performance computing, generative AI, edge
computing, high bandwidth memory, silicon photonics, 5G/6G advanced network
compatibility, autonomous and electric vehicles and virtual and augmented reality.
• Create new assembly solutions for industrial IoT and industrial power conversion
applications requiring the increased use of SiC and GaN devices.
• Achieve net zero greenhouse gas emissions in our operations by 2030 with respect to
Besi’s Scope 1 & 2 emissions and for all Scopes of GHG emissions by 2050.
KEY STRATEGIC INITIATIVES
Organize Besi
for € 1 billion+++
revenue model
Partner with the
Winners 2.0
Accelerate cost
savings
Next level supply
chain and service
excellence
Expand leading
hybrid bonding
position
Capture
opportunities in
2.5D assembly
Expand share of
next generation
TCB
Grow silicon
photonics market
share
Exceed
sustainability
targets for 2030
Net Zero
GHG emissions
by 2050
Actions taken in 2024 to better position Besi for future, sustainable growth included the
following:
• Successful introduction of new advanced packaging systems:
• First 100 nm accuracy hybrid bonding systems shipped.
• First fluxless TCB Next order for leading European research institute.
• First shipments of in-line flip chip system for 2.5D applications.
• First order of diffusion bonding system for SiC die attach in automotive power devices.
• Introduction of high cleanliness multi module die attach system for image sensing and
photonics assembly.
• First flip chip orders received for CIS advanced camera assembly.
• Planned expansion of operations in 2025:
• To double cleanroom capacity in Malaysia and advanced packaging support capabilities
in Singapore for hybrid bonding and TCB Next production.
• To expand Vietnam assembly capabilities in alignment with customer migration from
China to Southeast Asia.
• Realization of important sustainability initiatives:
• Exceeded substantially all 2024 target ratios set in 2022.
• Successfully prepared for ESRS.
• Reduced Scope 1 & 2 and 3 emissions intensity ratios by 8.3 and 4.8 points versus 2023.
• Increased energy from renewable sources to 99% in 2024 versus 71% in 2023 and 18%
in 2019.
38
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
• Implemented new initiatives to reduce die attach energy consumption by 10%.
• Developed Climate Transition Plan highlighting key emissions reduction initiatives.
• Improved ratings with Sustainalytics, ISS ESG and S&P Global.
The expansion of Besi’s addressable markets and revenue potential will also be aided by
ongoing efforts to further improve our competitive cost position via strategic cost
reduction initiatives.
Enhance scalability and reduce structural costs
The semiconductor equipment market has become increasingly more volatile in recent
years due to heightened global economic uncertainty, trade tensions, changing end market
applications, more seasonal purchasing patterns and shorter lead times for delivery. In
response, Besi fundamentally reorganized its global operations and management structure
to streamline operations, transfer production and supply chain activities to its Asian
operations, improve returns from its product portfolio, reduce break-even revenue levels
and increase through cycle profitability. European and North American headcount was
significantly reduced, inefficient operations closed and substantially all European
production and all tooling capacity transferred to our Malaysian and Chinese facilities. In
addition, Besi made strategic capital investments over the past two decades to expand
production, development and administrative activities in Asia including Singapore and
Vietnam to better service a customer base that migrated from Europe and North America
to Asia and more recently, from China to Southeast Asia. In 2024, approximately 67% of
revenue was derived from sales to Asian customer locations. We have also funded
expansions over the past decade of our Malaysian and Chinese production facilities and
Singapore development/sales and service center to expand capacity and better service our
Asian customer base.
In the Besi operating model, all system production, sourcing, product applications
engineering, process and software support and tooling/spares operations take place at
our Asian locations. All product ownership and new product development remain at our
European operations. Only highly customized systems are produced in Europe. In recent
years, Besi has diversified its Asian manufacturing and engineering capabilities to further
drive cost reduction, increase capacity, technical and field service support and enhance
our local presence.
We have also actively developed and qualified local supply chains for each of our Malaysian
and Chinese operations which produce substantially all modules and subassemblies used
in our assembly and plating system production. The successful development of a flexible
Asian supply chain is an important factor in our profitable navigation of volatile
semiconductor equipment markets, high gross margins and low capital intensity. Strategic
initiatives were also implemented to (i) increase the scalability and flexibility of Besi’s
production model via the use of temporary Asian production personnel and the
establishment of high-quality Asian supply chain networks, (ii) further reduce European
facility space and fixed headcount and (iii) simplify and harmonize diverse manufacturing
and IT processes.
As a result, Besi has significantly reduced labor, material and overhead costs, improved
delivery times and inventory turnover and enhanced its local presence. We have also scaled
our operations on a timely basis in response to volatile industry trends over the past five
years while consistently improving gross margins. Increased scalability combined with
tight inventory control have also greatly expanded Besi’s cash generation capabilities and
market share potential.
Exceed challenging sustainability metrics for 2026 and 2030
Besi has engaged in a new, more robust approach to managing and reporting on
sustainability impacts, risks and opportunities in recent years. We have also actively
promoted the integration of such topics into our long-term value creation model. In 2020,
we defined near and long-term goals, ambitions and activities for the next decade whose
adoption and acceptance have been well received by our organization and stakeholders. In
2023, we initiated our CSRD compliance activities and implemented various initiatives to
ensure readiness on a timely basis including a Double Materiality Assessment which was
validated during a stakeholder engagement roadshow in 2024. The assessment analyzed
the impact of Besi on people and the environment as well as the environmental and social-
related risks and opportunities to which we are exposed. In addition, we significantly
expanded the scale and scope of our initiatives and reporting activities. We also updated
and published several policies on our website with a particular focus on Human Rights and
Anti-Corruption and Bribery, as well as the introduction of a Grievance procedure intended
to provide a transparent, fair and efficient process for addressing grievances from
employees, customers, suppliers and other stakeholders.
39
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
BESI’S SUSTAINABILITY STRATEGIC FRAMEWORK
Our pillars What we do Impacts, risks and opportunities Mitigating actions
Environmental
Factors
We build sustainability into our products and
operations to reduce Besi’s environmental
footprint and those of our suppliers and
customers
• Climate change mitigation
• Energy and renewable energy
• Renewable electricity procurement
• Sustainable design
• Supply chain engagement
• Low carbon transportation
Social Factors
We foster a diverse and inclusive culture
and support the safety, development and
wellbeing of our employees, and seek to
prevent negative impacts in our supply chain
• Human rights
• Working conditions
• Health and safety
• Diversity and inclusion
• Enforcement of company-wide and
supplier-focused policies
• Health and safety risk management
• Supply chain engagement and audit
Governance Factors
We act responsibly and ethically across our
value chain
• Anti-corruption and bribery
• Corporate culture
• Implementation of Whistleblower procedure
and Grievance procedure
The Environmental Factors pillar of our sustainability strategy is focused on the impact of
our products, operations and supply chain on the environment and the risks and
opportunities related to climate change mitigation as well as energy and renewable
energy. In recent years, we have reduced the environmental impact of our production
operations through programs designed to:
• Reduce our carbon emissions via the purchase and production of renewable energy to
satisfy Besi’s electricity needs.
• Develop and adopt heating and cooling solutions reliant on renewable energy sources.
• Encourage the use of renewable energy by our customers and suppliers.
• Reduce energy consumption through the procurement of low-carbon products and
services.
• Emphasize sustainable design in new product development.
Our Social Factors pillar is based on the impacts, risks and opportunities related to four
priorities: (i) working conditions, (ii) health and safety, (iii) diversity and inclusion and (iv)
human rights. In addition, Besi strives to employ high social and ethical standards with
competitive employment terms and pay scale. A high level of employee satisfaction is a
basic precondition to achieve our revenue and profit growth objectives.
Our Governance Factors pillar consists of two main impacts, risks and opportunities: (i)
anti-corruption and bribery and (ii) corporate culture. We are committed to the UN Universal
Declaration of Human Rights, adhere to ethical standards and expect the same commitment
from key stakeholders, particularly across Besi’s supply chain. To this end, we strive to
have a positive impact on the communities and countries in which we operate via charitable
activities, responsible tax practices and active engagement with our employees and
suppliers.
Since 2019, Besi has significantly enhanced its sustainability activities including the
development of various short- and long-term targets through 2050. Over the past five
years, we have reduced Scope 1 & 2 emissions intensity by 24.8 points, fuel consumption
intensity by 3.5 points and increased our energy from renewable sources from 18% in 2019
to 99% in 2024. In addition, Besi met or exceeded substantially all its sustainability target
ratios set in 2022 for achievement in 2024. In addition, we set a new objective to reach net
zero greenhouse gas emissions in our operations by 2030, incorporating Scope 1 & 2
emissions. Moreover, our sustainability ratings with the major publicly recognized agencies
such as Sustainalytics, S&P Global, ISS ESG and MSCI have improved significantly since
2019 further underscoring our long-term progress towards best practice metrics.
ENHANCED SUSTAINABILITY OBJECTIVES
2026 MILESTONES 2030 TARGETS
85% renewable sources for
global energy needs
100% renewable sources for
global energy needs
75% reduction in Scope 1 & 2
carbon emissions
Net Zero Scope 1 & 2 carbon
emissions
15% reduction in Scope 3
carbon emissions
20% reduction in Scope 3
carbon emissions
Above-benchmark employee
engagement
Achieve revenue objectives with
lower environmental impact
80% vendors to sign GWA
and GPC
85% vendors to sign GWA
and GPC
NET ZERO BY 2050
The scale of the climate change crisis and energy transition related thereto have also
increased our focus on potential sustainability impacts and our role in limiting their
adverse effects on our business, employees and communities. We adjusted our long-term
sustainable value creation model to incorporate Besi’s impact on the environment and
communities as well as intellectual, industrial and financial capital. In addition, Besi has
made significant investments to enhance its resilience as the world transitions to an
environmentally sustainable economy including enhancements to our Malaysian facilities
in 2022 and Austrian facilities in 2024 to help reduce the impact of climate change related
events such as flooding.
Further, we have launched several sustainable design initiatives focused on design-to-
cost, quality and sustainability via the utilization of our intellectual capital. Such initiatives
have been focused on upgraded versions of Besi’s mainstream die bonding product lines as
well as new wafer level assembly platforms such as hybrid bonding and next generation
TCB systems. We expect these activities to bring value to our customers in terms of better
yield, throughput, energy conservation and efficiency, lower material consumption and
total cost of ownership. In addition, we have invested in the development of more
environmentally friendly products and services to help customers operate more efficiently
both in terms of environmental impact and cost savings. Toward this end, we developed an
initiative named “Design-to-X” in 2023 as part of our strategic plan review. This initiative
combines Design-to-Cost and Design-to-Sustainability concepts to identify sustainability
improvement opportunities in all product groups while reducing the cost of many mature
die attach and packaging platforms. In 2024, Besi conducted a resource consumption
analysis for its generation 1/1+ hybrid bonding system and created a roadmap to achieve up
to 10% potential energy reduction savings for four die attach product lines. In fact, we
succeeded in achieving a 6.9% reduction in energy consumption this year for one product
line. Energy reduction opportunities for the three product lines have been integrated into
Besi’s strategic planning for 2025.
For more information on Besi’s sustainability priorities, performance and targets, please
refer to the Sustainability Statement in this Annual Report.
Acquire companies with complementary technologies and products
It is critically important to identify and incorporate new technologies on a timely and
continuous basis in order to provide customers with leading edge process solutions. As a
result, Besi actively identifies and evaluates acquisition candidates that can assist us in (i)
increasing process technology leadership, (ii) profitably increasing our market presence in
those assembly markets with the greatest long-term potential such as wafer level
packaging, (iii) enhancing the productivity and efficiency of our Asian manufacturing
operations and (iv) growing less cyclical, non-system related revenues from tooling, spares
and service.
Besi has made four important acquisitions over the past three decades which have
significantly expanded our advanced packaging strategy:
• RD Automation (USA) was acquired to advance Besi’s product strategy into the front-end
of the assembly process with the addition of flip chip capabilities.
• Laurier (USA) was acquired to add intelligent die sorting capabilities into our product
range.
• Datacon (Austria) was acquired to further extend our presence in the flip chip and die
bonding equipment markets and increase our customer market presence.
• Esec (Switzerland) was acquired to expand Besi’s position in the mainstream die bonding
market.
The successful execution and integration of such acquisitions have helped create a leader
in the die bonding segment of the assembly equipment market.
40
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Reward shareholders via capital allocation policy
The successful execution of Besi’s strategic plan and long-term sustainable value creation
model has significantly benefited shareholders. Peer-leading financial metrics have been
achieved in gross, operating and net margins. Our addressable market share has also
increased. In addition, Besi’s capital allocation plan has resulted in the return to
shareholders of € 2.2 billion since 2011 in the form of dividends and share repurchases
(including the dividend proposed for 2024). Such distributions represented approximately
33% of our aggregate revenue during such period of which € 251.3 million was distributed
in 2024. Profit generation and capital allocation also resulted in a peer leading return on
average equity of 39.4% in 2024 even despite a significant industry downturn. Finally,
shareholders have benefited from an investment in Besi by an increase of 97%, 353% and
2,145%, respectively, over the past three, five and ten years in their total stock market
return (share price appreciation plus dividends). This total return significantly exceeded
total returns during such periods from an investment in Besi’s direct peer group of
assembly equipment companies and the SOX index.
41
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Team building day Besi Korea.
Financial Review
42
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
43
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Financial Review
General
BE Semiconductor Industries N.V. (“Besi” or the “Company”) is engaged in one line of
business, the development, manufacturing, marketing, sales and service of semiconductor
assembly equipment for the global semiconductor and electronics industries. Since we
operate in one segment and in one group of similar products and services, all financial
segment and product line information can be found in the Consolidated Financial
Statements.
Besi’s revenue and results of operations depend in significant part on the level of capital
expenditures by semiconductor manufacturers, which in turn depends on the current and
anticipated market demand for semiconductors and for products utilizing semiconductors.
Demand for semiconductor devices and expenditures for the equipment required to
assemble semiconductors is highly cyclical, depending in large part on levels of demand
worldwide for mobile internet, computing, automotive and industrial end-user markets as
well as the production capacity of global semiconductor manufacturers. Furthermore, a
rise or fall in the sales levels of semiconductor equipment typically lags any downturn or
recovery in the semiconductor market due to the lead times associated with the production
of semiconductor equipment.
In recent years, Besi has experienced significant upward and downward movements in
quarterly order rates due to global macroeconomic concerns, trade tensions and the
COVID-19 pandemic. Customer order patterns and end-user application revenue have
become increasingly more seasonal due to the growing influence of more retail-oriented
electronics applications in the overall demand for semiconductor devices such as
smartphones, tablets, wearable devices, gaming consoles and automotive electronics.
Order patterns have been characterized typically by an upward ramp in the first half of the
year to build capacity for anticipated year end demand followed by a subsequent decline in
the second half of the year as capacity additions are digested by customers. Volatile global
macroeconomic conditions and seasonal influences have also contributed to the significant
upward and downward movements in our quarterly and semi-annual revenue and net
income.
Besi’s revenue is generated primarily by shipments to the Asian manufacturing operations
of leading European, North American and Asian independent device manufacturers (“IDMs”)
and Taiwanese, Chinese, Korean, Japanese and other Asian foundries and subcontractors.
Sales to individual customers tend to vary significantly from year to year depending on
global economic conditions generally and the specific capital expenditure budgets, new
THROUGH CYCLE REVENUE AND GROSS MARGIN TRENDS
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 20202019 202420232022202120182017
€ millions Gross Margin
800
700
600
500
400
300
200
100
0
70%
60%
50%
40%
30%
20%
10%
0%
Revenue Gross Margin Revenue Average Gross Margin Average
34.1%
164
39.5%
302
51.1%
424
516
4 year
averages
58.0%
191
351
379
593
749
607
65.2%
44
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
product introductions, production capacity and packaging requirements of its customers.
For the year ended December 31, 2024, one customer represented 14.7% of our revenue and
the largest ten customers accounted for approximately 52% of revenue. In addition, we
derive a substantial portion of our revenue from products that have an average selling
price in excess of € 400,000 and that have lead times of approximately 4-12 weeks between
the initial order and delivery of the product. Besi only recognizes orders upon receipt and
acceptance of a firm purchase order. The timing and recognition of revenue from customer
orders can cause significant fluctuations in operating results from quarter to quarter.
Corporate and financial structure
Besi’s corporate organization consists of a Dutch holding company in which shareholders
own ordinary shares and a network of wholly owned subsidiaries located globally which
incorporate its product group business activities and operating facilities. To get a better
overview of our largest shareholders, please refer to Shareholder Information in this
Annual Report.
In general, Besi funds its operations through available cash on hand, cash generated from
operations and, in some instances, funds the operations of its subsidiaries through
intercompany loans, borrowings under its bank lines of credit and financing from external
markets. The working capital requirements of its subsidiaries are affected by the receipt of
periodic payments on orders from its customers. Although its subsidiaries occasionally
receive partial payments prior to final installation, initial payments generally do not cover
a significant portion of the costs incurred in the manufacturing of such systems which
requires Besi to finance its system production with internal resources and, in certain
instances, via bank financing.
Currency exposure
Besi’s reporting currency is the euro. In 2024 and 2023, our euro-denominated revenue
represented 29% and 25% of total revenue, respectively, while euro-denominated costs
and expenses represented 37% and 32%, respectively. As seen in the following table, the
substantial majority of Besi’s revenue is denominated in US dollars while in 2024, its costs
were denominated in a variety of European and Asian currencies. In 2024, 59% of our costs
and expenses were denominated in Malaysian ringgit and euro. The remainder of our costs
were primarily represented by the Chinese renminbi, Singapore dollar, US dollar and Swiss
franc. Besi seeks to manage its exposure to currency fluctuations in part by hedging firmly
committed orders denominated in US dollars and, in part, by hedging net exposures in its
principal transaction currencies. Costs for hedging sales contracts and any ineffectiveness
therefrom are recorded in the line item financial income (expense), net in Besi’s
Consolidated Statement of Operations.
Revenue
2024 2023 2022
US dollar 71% 75% 72%
Euro 29% 25% 28%
Total 100% 100% 100%
Costs and Expenses
2024 2023 2022
Euro 37% 32% 27%
Malaysian ringgit 22% 23% 30%
Chinese renminbi 12% 15% 14%
Singapore dollar 10% 10% 8%
Swiss franc 9% 8% 8%
US dollar 8% 8% 10%
Other 2% 4% 3%
Total 100% 100% 100%
Given changes in the foreign currency composition of its revenue, costs and expenses,
Besi’s results of operations can be affected by fluctuations in the value of, and relationships
between, the euro, the US dollar, Malaysian ringgit, Swiss franc, Chinese renminbi and
Singapore dollar. In 2024, our results of operations were unfavorably influenced primarily
by an appreciation of the Malaysian ringgit versus the euro. Besi’s costs denominated in
Malaysian ringgit and Chinese renminbi can vary on an annual basis depending on the
number of units produced at each location.
Tax
Besi’s global tax policy views taxation, including the payment and collection of taxes, as
an integral part of its business and an important part of its social responsibility and
contribution to society. Besi’s tax policy follows the principle of responsible tax practices
whereby Besi’s legitimate interests, reputation and corporate social responsibility are
taken into consideration. In this respect, the interests of all stakeholders are taken into
consideration including customers, shareholders, local governments and the communities
and countries in which Besi operates. Besi’s global tax policy is annually updated and
signed off by the Board of Management.
45
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
by unfavorable market conditions associated with an industry downturn more than two
years in duration, less innovation this year by smartphone producers which limited mobile
demand growth and ongoing weakness in automotive, industrial and Chinese end-user
markets.
We continued to navigate this extended downturn at high levels of profitability. Besi
achieved peer leading gross, operating and net margins of 65.2%, 32.2% and 30.0%,
respectively, in 2024. Our profitability benefited from a favorable advanced packaging
product mix, the close alignment of our operating model with lower mainstream assembly
market demand and the benefits of strategic cost initiatives. We achieved net income of
€ 182.0 million, an increase of 2.8% versus 2023, primarily due to higher revenue and gross
margins realized and € 18.2 million of net tax benefits, all of which more than offset a 31.7%
increase in development spending in support of future wafer level assembly opportunities
and an € 11.0 million increase in share-based payment expense. Increased share-based
payment expense reflected the last tranche of additional performance share awards
related to the expiration of Besi’s 2020 Remuneration Policy and fixed and variable
compensation associated with the new 2024 Remuneration Policy.
QUARTERLY REVENUE AND GROSS MARGIN TRENDS
80%
75%
70%
65%
60%
55%
50%
250
200
150
100
50
0
Q1-23 Q2-23 Q3-23 Q4-24Q4-23 Q1-24 Q2-24 Q3-24
64.2%
65.6%
64.6%
65.1%
133.4
162.5
123.3
159.6
67.2%
65.0%
64.7%
64.0%
146.3
151.2
156.6
153.4
€ millions Gross Margin
Revenue Gross Margin
Besi’s tax policy consists of the following principles:
• We commit to paying taxes on time and in accordance with all applicable laws and
regulations.
• Our tax policy follows Besi’s business. As such, our profits are allocated to the countries
in which business value is created, taxes are paid and where factual economic activities
are executed. In addition, all transactions must have a business rationale.
• Intra-group transactions are entered into on an arm’s length basis and adhere to the
guidelines issued by the Organization for Economic Co-operation and Development
(“OECD”).
• We strive to comply with the letter and spirit of applicable tax laws and regulations and
are guided by relevant international standards.
• We seek a competitive, stable, sustainable and explainable effective corporate tax rate
whereby tax incentives and subsidies are used. Any tax optimization must be based on
opportunities provided by law or case law and must be aligned with our business and
objectives.
• Besi does not undertake transactions whose sole purpose is to create an abusive tax
result. In addition, Besi does not use artificial tax structures in tax haven jurisdictions as
defined by the OECD.
• We seek to establish and maintain an open and constructive dialogue with tax authorities
and other government bodies in all jurisdictions where we operate based on the
disclosure of all relevant facts and circumstances. We discuss important fiscal aspects
upfront with the relevant tax authorities if questions arise as to proper taxation policy.
We also seek rulings from tax authorities to confirm the applicable treatment. In the
Netherlands and Switzerland, jurisdictions where Besi has substantial operations, we
engage with the Tax Authorities through regular meetings, telephone calls and other
correspondence.
Quarterly results of operations
(€ millions)
1
Q1 Q2 Q3 Q4
2024
Total Q1 Q2 Q3 Q4
2023
Total
Revenue 146.3 151.2 156.6 153.4 607.5 133.4 162.5 123.3 159.6 578.9
Orders 127.7 185.2 151.8 121.9 586.7 142.0 112.6 127.3 166.4 548.3
Net income 34.0 41.9 46.8 59.3 182.0 34.5 52.6 35.0 54.9 177.1
1
Numbers may not reconcile due to rounding.
Besi’s financial development in 2024 reflected contrasting growth trends for both its AI
and mainstream assembly equipment markets. For the year, revenue and orders grew by
4.9% and 7.0%, respectively, due to significantly higher demand for computing end-user
markets, particularly AI-related hybrid bonding and photonics applications, partially offset
46
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
2024 compared to 2023
Set forth below is a summary of our key income statement highlights for 2024 versus 2023:
(€ millions, except %)
1
Year ended December 31, Change
2024
% revenue
2023
% revenue
2024/2023
% points
Revenue 607.5 100.0% 578.9 100.0% –
Cost of sales 211.6 34.8% 203.1 35.1% (0.3)
Gross profit 395.9 65.2% 375.8 64.9% 0.3
SG&A expenses 126.0 20.7% 106.0 18.3% 2.4
R&D expenses 74.3 12.2% 56.4 9.7% 2.5
Total operating expenses 200.4 33.0% 162.4 28.1% 4.9
Operating income 195.6 32.2% 213.4 36.9% (4.7)
Financial expense, net 7.1 1.2% 5.7 1.0% 0.2
Income before income taxes 188.5 31.0% 207.7 35.9% (4.9)
Income taxes 6.5 1.0% 30.6 5.3% (4.3)
Net income 182.0 30.0% 177.1 30.6% (0.6)
Effective tax rate 3.5%² 14.7%²
1
Numbers may not reconcile due to rounding.
2
Effective tax rate in 2024 was 13.1%, excluding € 18.2 million of net tax benefits. Effective tax rate in 2023 was 13.6%,
excluding € 2.3 million downward valuation of deferred tax assets.
Revenue/Orders
(€ millions) Year ended December 31, % Change
2024 2023 2024/2023
Revenue 607.5 578.9 4.9%
Orders 586.7 548.3 7.0%
IDM 321.6 286.5 -
Foundries/Subcontractors
1
265.1 261.8 -
1
Includes foundries as of financial year 2024.
Besi’s revenue of € 607.5 million in 2024 increased by € 28.6 million, or 4.9 %, versus 2023
principally due to significantly higher demand by computing end-user markets, particularly
for hybrid bonding and photonics applications, partially offset by ongoing weakness in
mobile, automotive and industrial markets. Similarly, Besi’s orders of € 586.7 million
increased by 7.0 % versus 2023 due to strength in computing applications partially offset
by significantly lower bookings for mobile and automotive applications associated with
unfavorable market conditions, less innovation this year by smartphone producers which
limited mobile demand growth and ongoing weakness in Chinese end-user markets. Of
note, significant progress on our hybrid bonding agenda was achieved as revenue
approximately tripled and orders more than doubled versus 2023 due to expanded customer
adoption and the confirmation of a production ramp by a second leading logic customer.
Bookings by IDMs and foundries/subcontractors represented approximately 55% and 45%,
respectively, of total orders in 2024. Revenue and orders in each of the past two years were
not adversely affected by trade restrictions and regulations resulting from geo-political
tensions.
ORDER TRENDS
1,000
800
600
400
200
0
2020 2021 2022 2023 2024
586.7
€ millions
55%
45%
472.1
939.1
45%
55%
55%
55%
45%
45%
663.7
52%
48%
548.3
IDMs Foundries/Subcontractors (includes foundries as of financial year 2024)
47
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Gross profit
Besi’s gross profit increased by € 20.1 million, or 5.3 %, versus 2023 due to higher revenues
and a slightly improved gross margin. Besi’s gross margin increased by 0.3 points versus
2023 to reach 65.2% due primarily to a favorable advanced packaging product mix, partially
offset by adverse forex effects, particularly in the second half of the year, from unfavorable
forex movements in the Malaysian ringgit versus the euro.
Selling, general and administrative expenses
Total SG&A expenses increased by € 20.1 million, or 19.0 %, versus 2023. The increase was
due primarily to (i) an € 11.0 million increase in share-based payment expense which
reflected the last tranche of additional performance share awards related to the expiration
of Besi’s 2020 Remuneration Policy and fixed and variable compensation associated with
the new 2024 Remuneration Policy, as well as (ii) additional marketing, technical support
and personnel necessary to support the growth of Besi’s wafer level assembly portfolio. As
a percentage of revenue, SG&A expenses increased from 18.3% in 2023 to 20.7% in 2024.
QUARTERLY OPERATING EXPENSE TRENDS
Baseline Opex % of Revenue
60
50
40
30
20
10
0
50%
45%
40%
35%
30%
25%
20%
15%
10%
5%
0%
Q1-23 Q2-23 Q3-23 Q4-23 Q1-24 Q2-24 Q3-24
32.8
34.2
33.6
35.6
Q4-24
44.0
24.6%
43.7
21.0%
36.9
27.3%
22.3%
€ millions
Baseline Opex as % of Revenue
11.2
9.5
3.3
2.2
37.8
36.4
40.0
40.5
42.8
57.6
24.9%
49.0
26.5%
46.2
25.9%
27.9%
21.2
9.0
5.7
4.8
47.6
Baseline Opex Other Opex*
* Other Opex include both short-term and long-term incentive compensation, net R&D capitalization/amortization and
certain one-time items including strategic consulting costs.
Research and development expenses
Besi’s R&D spending is primarily focused on advancing its leadership position in advanced
packaging and wafer level assembly and upgrades to its existing product portfolio on a
regular basis. Spending can vary from year to year depending on specific customer
roadmaps and the timing of new device introductions. The components of research and
development expenses for the years ended December 31, 2024 and 2023, were as follows:
(€ millions) Year ended December 31,
2024 2023
Research and development expenses, gross 78.7 63.9
Amortization of capitalized development expenses 15.0 13.6
Capitalization of development expenses (19.4) (21.1)
Research and development expenses as reported 74.3 56.4
In 2024, R&D expenses of € 74.3 million increased by € 17.9 million, or 31.7%, versus 2023,
due primarily to increased development costs primarily related to a variety of new product
introductions in Besi’s Die Attach product group. As a percentage of revenue, R&D expenses
increased to 12.2% in 2024 versus 9.7% in 2023. Similarly, gross R&D expenses (excluding
the impact of R&D capitalization and amortization) of € 78.7 million increased by 23.2%
versus 2023 and represented 13.0% of revenue.
Operating income
Our operating income in 2024 of € 195.6 million decreased by 8.3% versus 2023 principally
due to a 23.4% increase in operating expenses resulting from significantly higher R&D
spending and share-based payment expense, partially offset by Besi’s 4.9% revenue
increase and a slight improvement in gross margin of 0.3 points. As a result, Besi’s
operating margin declined from 36.9% to 32.2%.
Financial expense, net
The components of financial expense, net, for the years ended December 31, 2024 and
2023, were as follows:
(€ millions) Year ended December 31,
2024 2023
Interest income 17.3 12.3
Interest expense (16.7) (11.7)
Interest income (expense), net 0.6 0.6
Net cost of hedging (6.9) (7.1)
Net foreign exchange effects (0.8) 0.8
Financial income (expense), net (7.1) (5.7)
48
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Net financial expense of € 7.1 million increased by € 1.4 million versus 2023 primarily due to
increased interest expense related to the issuance of Besi’s € 350 million of 4.500% Senior
Notes due 2031 in July 2024 partially offset by higher interest income earned on higher
average cash balances outstanding during the year. Besi’s exposure to upward interest
rate movements on our external funding is limited given the fixed interest rates on our
Convertible and Senior Notes outstanding which represent substantially all of Besi’s
current debt outstanding.
Income taxes
Besi recorded income tax expense of € 6.5 million in 2024 versus € 30.6 million in 2023. The
effective tax rate decreased to 3.5% versus 14.7% in 2023 primarily due to € 18.2 million of
net tax benefits in 2024. In 2023, we recorded a € 2.3 million downward valuation of
deferred tax assets. Excluding such adjustments, Besi’s effective tax rate for 2024 would
have been 13.1% versus 13.6% in 2023.
Net income
Besi’s net income of € 182.0 million in 2024 increased by 2.8% versus 2023 and its net
margin decreased from 30.6% to 30.0% primarily due to higher operating expenses,
partially offset by higher revenue, improved gross margins and a lower effective tax rate.
QUARTERLY NET INCOME TRENDS
70
60
50
40
30
20
10
0
Q1-23 Q2-23 Q3-23 Q4-23 Q1-24 Q2-24 Q3-24 Q4-24
25.9%
32.4%
28.4%
34.4%
34.5
52.6
35.0
54.9
23.2%
27.7%
29.9%
38.7%
34.0
41.9
46.8
59.3
€ millions Net Margin
10%
20%
30%
40%
50%
60%
Net Income Net Margin
Balance sheet, cash flow development and financing
Cash flow
In 2024, Besi generated cash flow from operations of € 201.1 million which along with cash,
cash equivalents and deposits outstanding, was utilized for the following principal
purposes
• € 171.5 million of cash dividends were paid to shareholders.
• € 79.8 million of ordinary shares were repurchased and held in treasury.
• € 19.4 million of development expenses were capitalized.
• € 12.0 million of capital expenditures were made.
In addition, cash and deposits reached € 672.3 million at December 31, 2024, an increase of
62.6% versus year end 2023, primarily due to Besi’s issuance of € 350 million Senior Notes
in July 2024. Year end cash balances also reflected a total capital allocation of
€ 251.3 million in 2024 in the form of dividends and share repurchases. Similarly, our year
end net cash position of € 143.8 million (defined as cash, cash equivalents and deposits
less total debt) increased by € 30.8 million, or 27.3%, versus year end 2023 which also
included the conversion into equity of € 129.1 million of Besi’s 2017 and 2020 Convertible
Notes.
CASH FLOW GENERATION TRENDS
300
250
200
150
100
50
0
2020 2021 202420232022
33.1%
201.137.1%
37.4%
277.9
37.6%
271.9
36.0%
208.6
162.0
€ millions
% of Revenue
45%
40%
35%
30%
25%
20%
Total Cash Flow from Operations As % of Revenue
49
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Working capital
Besi’s working capital (excluding cash and debt) increased by € 21.2 million, or 15.1%, to
reach € 161.9 million at December 31, 2024, due primarily to an increase in trade receivables
and inventories related mainly to higher order levels for advanced die placement systems,
partially offset by an increase in trade and other payables. As a percentage of revenue,
working capital increased to 26.7% at year end 2024 versus 24.3% at year end 2023.
Capital expenditures
Capital expenditures of € 12.0 million increased by € 5.1 million as compared to 2023 levels.
Capital spending in 2024 primarily related to the completion of Besi’s Singapore cleanroom
facility and the establishment of a new assembly facility in Vietnam. We anticipate that
capital expenditures will range between € 8 and € 12 million in 2025 primarily related to a
doubling of cleanroom facilities in Malaysia and Singapore and an expansion of assembly
production capacity at our Vietnamese operations.
Financing
At December 31, 2024, Besi had € 528.5 million of total indebtedness of which
€ 181.7 million related to two issues of Convertible Notes outstanding with a face value of
€ 199.1 million, € 343.9 million related to the issuance of € 350.0 million principal amount
of 4.500% Senior Notes in July 2024, € 2.0 million was represented by government loans
and € 0.8 million related to a bank overdraft. No other indebtedness was outstanding at
such date including amounts owed under Besi’s bank lines of credit.
Bank lines of credit
At December 31, 2024, Besi and its subsidiaries had available bank lines of credit aggregating
€ 97.9 million. At such date, utilization under the lines aggregated € 0.6 million related to
bank guarantees. In general, interest is charged at the banks’ base lending rates or ESTR/
SOFR plus an increment. Most of our credit facility agreements include covenants requiring
Besi and/or its subsidiaries to maintain certain financial levels or financial ratios. Besi and
all its applicable subsidiaries were in compliance with all loan covenants at December 31,
2024.
The lines of credit include an € 80 million revolving credit facility with a consortium
of European banks (the “Facility”) which matures in 2026 and can be expanded to
€ 136 million. Interest rates on borrowings vary per currency and the level of cash balances
outstanding and borrowings utilized. It ranks pari passu with the Convertible Notes and
Senior Notes and is secured by guarantees from certain operating subsidiaries. Borrowings
can be used for working capital and other corporate purposes and repaid at any time at
100% of principal amount. The principal covenants associated with the Facility include a
maintenance test of consolidated debt to equity and a limitation on the incurrence of
additional permitted indebtedness.
Issuance of Convertible Notes and Senior Notes
On December 6, 2017, Besi issued € 175 million principal amount of 0.5% Senior Unsecured
Convertible Notes due December 2024 (the “2017 Convertible Notes”). During 2024, the
remaining € 32.5 million outstanding principal balance was converted into approximately
70,000 shares.
On August 5, 2020, Besi issued € 150 million principal amount of 0.75% Senior Unsecured
Convertible Notes due August 2027 (the “2020 Convertible Notes”). The 2020 Convertible
Notes will be repaid at maturity at 100% of their principal amount plus accrued and unpaid
interest or, if converted, into approximately 3.1 million ordinary shares at a conversion
price of € 48.95 (subject to adjustment). The original exercise price of € 51.56 has been
adjusted for dividends paid subsequent to the date of issuance in accordance with the
terms and conditions related thereto. During 2024, € 125.9 million outstanding principal
balance of the 2020 Convertible Notes were converted into approximately 2,572,000
shares. As of December 31, 2024, € 24.1 million of the 2020 Convertible Notes were
outstanding which if converted would result in the issuance of approximately 492,000
shares.
On April 6, 2022, Besi issued € 175 million principal amount of 1.875% Senior Unsecured
Convertible Notes due April 2029 (the “2022 Convertible Notes”). The 2022 Convertible
Notes will be repaid at maturity at 100% of their principal amount plus accrued and unpaid
interest or, if converted, into approximately 1.5 million ordinary shares at a conversion
price of € 115.50 (subject to adjustment).
Besi may redeem each of the outstanding 2020 and 2022 Convertible Notes at 100% of
their principal amount after August 26, 2024 (2020 Convertible Notes) and April 27, 2026
(2023 Convertible Notes), respectively, provided that the market value of our ordinary
shares exceeds 130% of the then effective conversion price for a specified period of time.
In the event of a change of control (as defined), each noteholder will have the right to
require Besi to redeem all (but not less than all) of its Convertible Notes at 100% of their
principal amount together with accrued and unpaid interest thereon. In addition, the 2020
and 2023 Convertible Notes may be redeemed at the option of the holder on August 5, 2025
and April 6, 2027, respectively, at their principal amount plus accrued interest.
The terms and conditions governing each of the Convertible Notes contain no incurrence
tests nor maintenance covenants which could materially limit Besi’s ability to conduct its
operations in the normal course. The Convertible Notes were privately offered to
institutional investors and are listed on the Deutsche Börse’s Freiverkehr market.
50
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
On July 17, 2024, Besi issued € 350.0 million principal amount of 4.500% Senior Notes due
2031 (the “2024 Senior Notes”). The 2024 Senior Notes are senior, unsecured obligations of
the Company, rank pari passu with the 2020 and 2023 Senior Unsecured Convertible Notes
and will be repaid at maturity at 100% of their principal amount plus accrued and unpaid
interest. Besi may redeem the outstanding 2024 Senior Notes on or after January 15, 2031
at 100% of their principal amount plus accrued and unpaid interest, or prior to this date at
100% of their principal amount plus a “make-whole” premium plus accrued and unpaid
interest subject to giving a minimum of 10 days’ and a maximum of 60 days’ prior notice to
Bondholders. In the event of a change of control (as defined), each noteholder will have
the right to require Besi to redeem all or any part of its 2024 Senior Notes at 101% of their
principal amount together with accrued and unpaid interest thereon.
The terms and conditions governing the Senior Notes contain no incurrence tests nor
maintenance covenants which could materially limit Besi’s ability to conduct its operations
in the normal course. The Senior Notes were privately offered to institutional investors
and are listed on The International Stock Exchange market.
Capital allocation
Besi’s capital allocation policy seeks to provide a current return to shareholders in the
form of cash dividends and share repurchases while retaining a capital base sufficient to
fund future growth opportunities.
Dividends
Besi’s dividend policy considers the payment of dividends on an annual basis based upon
(i) a review of its annual and prospective financial performance, liquidity and financing
needs, the prevailing market outlook and Besi’s strategy, market position and acquisition
strategy and/or (ii) a dividend payout ratio in the range of 40-100% relative to net income
to be adjusted accordingly if the factors referred to under (i) so require.
Due to Besi’s earnings and cash flow generation in 2023, the Board of Management
proposed and Besi paid a cash dividend to shareholders of € 2.15 per share which resulted
in cash payments to shareholders of € 171.5 million in 2024.
Due to Besi’s earnings and cash flow generation in 2024, the Board of Management will
propose a cash dividend to shareholders of € 2.18 per share for approval at Besi’s Annual
General Meeting of Shareholders to be held on April 23, 2025.
The payments for the year 2023 and proposed for the year 2024 represent a dividend payout
ratio relative to net income of 97% and 95%, respectively.
DIVIDEND TRENDS
3.50
3.00
2.50
2.00
1.50
1.00
0.50
0.00
100%
98%
96%
94%
92%
90%
88%
86%
84%
82%
80%
2020 2021 2022 2023 2024
Dividend (€) Dividend Payout Ratio
95%
98%
95%
2.18
1.70
92%
2.85 97%
2.15
3.33
Dividend
Dividend Payout Ratio*
Cumulative dividends of € 1.5 billion since 2011, or € 19.96 per share*
* Calculated on Basic EPS. Includes value of both cash and stock dividends. Includes proposed dividend for approval at
2025 AGM.
Share repurchase program
On October 26, 2023, Besi announced a € 60 million share repurchase program effective
November 1, 2023. Under the program, Besi repurchased a total of 451,356 of its ordinary
shares between November 1, 2023 (inception) and August 31, 2024 (completion) at an
average price of € 132.93.
On August 31, 2024, Besi announced a new € 100 million share repurchase program effective
September 1, 2024. The program is aimed at general capital reduction purposes and to help
offset dilution related to Besi’s Convertible Notes and shares issued under employee stock
plans. It is funded using Besi’s available cash resources and expected to be completed by
October 2025. In 2024, Besi repurchased a total of approximately 0.3 million of its ordinary
shares between September 1, 2024 (inception) and December 31, 2024 at an average price
of € 112.28, representing an aggregate amount of € 29.4 million.
51
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
At present, Besi has shareholder authorization to repurchase up to 10% of its issued share
capital (approximately 8.1 million shares) until October 25, 2025. At December 31, 2024,
Besi held approximately 1.8 million shares in treasury equal to approximately 2.3% of its
ordinary shares outstanding.
SHARE REPURCHASE ACTIVITY
250
200
150
100
50
0
2020 2021 2022 20242023
€ 125.53
€ millions Avg Cost per Share (€)
160.00
140.00
120.00
100.00
80.00
60.00
40.00
20.00
0.00
79.8
€ 38.05
17.8
€ 69.84
€ 54.38
50.1
146.8
€ 83.40
213.4
Share Repurchases
Average Cost per Share
Besi believes that its cash position, internally generated funds and available lines of credit
will be adequate to meet its anticipated levels of capital spending, research and
development, debt service requirements, working capital and capital allocation policy for
at least the next twelve months.
A year of progress 53
Basis for preparation of Sustainability Statement 54
Environment 74
Social 98
Governance 118
Sustainability Statement
52
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
53
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Sustainability Statement
A year of progress
Besi has significantly increased its sustainability-related activities and reporting since
2019 including the development of various short- and long-term targets through 2050. We
are pleased with our sustainability-related achievements as measured by significant
improvements in each of our three principal process pillars including progress in the areas
of Scope 1 & 2 and 3 emissions, fuel consumption, renewable energy usage, sustainable
product design and supply chain as well as personnel topics such as employee engagement
and training. In fact, since 2019, we have reduced Scope 1 & 2 emissions intensity by 98%,
fuel consumption intensity by 59% and increased our energy usage from renewable sources
to 99% versus 18%. In addition, we can report that a majority of 2024 targets set in 2022
were met or exceeded due to our continued focus on the impacts, risks and opportunities
most material to (i) Besi’s business and stakeholders, (ii) the formulation and execution of
strategic initiatives and (iii) the commitment of our workforce. As a result of our successful
performance versus historical targets in 2022 and 2024, we have developed enhanced
milestones for 2026 in alignment with 2030 target achievement.
In addition to absolute targets, we measure our sustainability performance in terms of
intensity ratios given the highly cyclical nature of our industry and revenue development
on a year to year or even multi-year basis. Post the last industry peak in 2021, Besi’s
relative intensity ratios have been adversely affected by an aggregate revenue decrease of
19% related to a significant assembly market downturn. Favorable performance in 2024
was achieved, in part due to a 4.9% revenue increase versus 2023 primarily due to higher
demand by computing end-user markets, particularly for hybrid bonding and photonics
applications, partially offset by ongoing weakness in mobile and automotive markets. Our
favorable performance with respect to intensity ratios in 2024 versus 2023 was also due to
the successful execution of several initiatives including a new heating system in Austria,
the installation of energy management software at Besi Netherlands and the procurement
of renewable energy at Besi’s operations in Malaysia, China and Vietnam. As a result,
Scope 1 & 2 and 3 emissions intensity ratios improved further and our energy provided by
renewable sources increased from 71% in 2023 to 99% in 2024. Emissions intensity ratios
will be adversely affected in 2025 due to the additional energy required to significantly
expand cleanroom production capacity and R&D capabilities in Malaysia and Singapore in
support of anticipated wafer level assembly growth as well as increased assembly
production in Vietnam. However, we expect to meet or exceed all 2026 sustainability
milestones based on the successful implementation of ongoing and new strategic
initiatives.
In 2024, Besi successfully applied the Corporate Sustainability Reporting Directive (“CSRD”)
and reported in accordance with the European Sustainability Reporting Standards (“ESRS”)
for the first time. We were well positioned for compliance having significantly expanded
the scale and scope of Besi’s reporting activities since 2019 relative to leading external
frameworks such as SASB, GRI, NFRD, TCFD and the EU Taxonomy. In addition, we have
pro-actively responded to external questionnaires such as CDP Climate Change and the
S&P Global Corporate Sustainability Assessment with a focus on materiality, clarity and
transparency. We also conducted a Double Materiality Assessment in 2023 which assessed
the impact of Besi on people and the environment as well as the environmental and social-
related risks and opportunities to which we are exposed. In order to validate the results of
the analysis, we conducted an engagement roadshow in 2024 with key stakeholders,
specifically investors, customers, suppliers, employees and Works Councils and Work
Unions representing Besi employees.
We also completed several initiatives in 2024 to further support the mitigation of several
sustainability-related impacts, risks and opportunities in alignment with our long-term,
sustainable value creation strategy for stakeholders. For instance, Besi Austria invested in
flood defenses for its facility to increase its resilience against the physical impacts of
climate change. In addition, progress was made with employee engagement at Besi APac
with a Diversity, Equity and Inclusion workshop. Further, Besi published and updated
several sustainability-related policies on its website this year having conducted an
assessment in 2023 of the impacts, risks and opportunities most material to us. We further
enhanced our climate-related reporting this year including detailed reporting on the size
and sources of our Scope 1 & 2 and Scope 3 GHG emissions. In addition, we created a
Climate Transition Plan which outlined our climate targets, planned emission reduction
actions and a roadmap of activities across short-, medium- and long-term time periods. To
this end, Besi significantly expanded the number of metrics it collects and publishes in the
Sustainability Statement. We also created and began implementing a Grievance procedure
which helps provide a transparent, fair and efficient process for addressing grievances
from employees, customers, suppliers and other stakeholders. Moreover, EY Accountants
B.V. provided limited assurance on the Sustainability Statement included in this Annual
Report. Their assurance report is included in Other Information.
Besi received external recognition for its sustainability efforts this year. Our ratings with
the major publicly recognized agencies such as Sustainalytics, S&P Global, ISS ESG and
MSCI have improved significantly since 2019 further underscoring our progress towards
best practice metrics. More specifically, we achieved a rating of “AA” in the updated 2024
MSCI ESG Ratings Assessment, up from “A” in 2022 and “BBB” in 2021. Further, in September
2024, Besi’s ESG Risk Rating improved to 12.9 versus 17.8 in 2021 as per Sustainalytics
placing us ninth out of 366 companies in the Semiconductor Industry Group. Besi’s ISS
ESG, Sustainalytics and S&P Global scores also improved in 2024 relative to 2023. In
addition, we continue to be a component of the AEX Sustainability Index. Such index
identifies the 25 companies in the combined AEX (large cap) and AMX (mid cap) indices
demonstrating best in class ESG practices as per criteria assessed by Sustainalytics.
Further, the Malaysian Dutch Business Council ("MDBC") named Besi APac as the winner of
the Best Sustainability Communication (Governance) award at the MDBC Innovation and
Sustainability Awards in 2024. The award recognized our efforts to effectively communicate
Besi’s sustainability objectives and to ensure that our sustainability-related goals are
clearly understood and supported by all stakeholders.
54
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Progress was also achieved this year to advance Besi’s sustainable product design as a
core component of its sustainable long-term value creation model. The objective is to
create sustainably designed systems through the application of our intellectual capital.
As such, we seek to design leading edge assembly solutions with high levels of reliability,
yield of defect-free devices and throughput with a lower total cost of ownership including
efficiencies in energy and material consumption. Toward this end, we developed an
initiative named “Design-to-X” in 2023 which combined Design-to-Cost and Design-to-
Sustainability concepts in order to identify sustainability-related improvement
opportunities in all product groups while reducing the cost of many mature die attach and
packaging platforms. Over the course of 2024, Besi conducted a resource consumption
analysis on its Generation 1 hybrid bonding system and created a roadmap to achieve up to
10% potential energy reduction savings for four die attach product lines. In fact, we
succeeded in achieving a 6.9% reduction in energy consumption this year for one product
line. Energy reduction opportunities for the four product lines have been integrated into
Besi’s strategic planning for 2025.
Success in sustainable product design over the past two years builds upon the
environmentally friendly design enhancements identified in a collaborative project with
the University of Applied Sciences and Arts (Lucerne, Switzerland) (“UASA”) since 2019. The
UASA collaboration has led to the creation of roadmaps with the potential to achieve
absolute energy savings of approximately 10% per die attach platform over the next ten
years. Such potential savings are material as die attach revenue represented approximately
81% of Besi’s total revenue in 2024. Growth in Besi’s installed base of hybrid bonding and
other wafer level systems also contributes to sustainable product design and the benefits
thereof via an improvement in the overall performance, speed, efficiency, cost of ownership
and energy efficiency of such systems versus those using leadframe and substrate
assembly process technologies.
In addition, we made considerable progress this year with employee and supplier
engagement in alignment with our sustainability-related goals and objectives. Many of the
defined goals, ambitions and activities promoted with such stakeholders since 2019 have
been implemented and well received by our organization. In the biennial Employee
Engagement survey conducted by Willis Towers Watson in 2023, Besi scored above the
high-tech norm in six of seven categories. Several initiatives were launched in 2024 to
further enhance employee engagement including the introduction of supplementary forms
of communication between Besi’s senior Management Team and employees which included
in-person roundtable sessions at Besi Austria covering topics such as work-life balance,
business outlook and technical priorities. In addition, an assessment was conducted
across the countries in which Besi operates which found that Besi employees receive an
adequate wage versus applicable local benchmarks. Besi employee engagement was
encouraged by a 16% increase in training hours per employee versus 2021.
Besi also experienced increased supply chain participation in 2024 relative to sustainability
topics as a result of initiatives developed, and supplier responses to, its enhanced annual
sustainability supplier survey first introduced in 2023. We conducted site visits and
stakeholder interviews and circulated questionnaires at our principal Asian production
facilities to ensure that temporary and contracted third party workers adhered to the
standards outlined in Besi’s Supplier Code of Conduct. We also engaged with our supply
chain through a sustainability briefing roadshow, training sessions and the sharing of
sustainability-related knowledge with key suppliers. In 2024, Besi integrated sustainability
criteria into its Supplier Quarterly Business Review (“QBR”) scorecard and assigned such
criteria a 10% weighting in the final performance review of the year. In addition,
sustainability assessments have been incorporated into the annual audits of key suppliers
since 2023. Both the QBR and annual audits are validated onsite and through desktop
assessments to ensure compliance. Following such assessments, suppliers are categorized
into risk categories and are required to develop an improvement plan based on the feedback
provided with active involvement from their senior management to ensure effective
implementation. Finally, the percentage of purchasing volume which answered the RBA
Code of Conduct Self-Assessment increased from 66% in 2023 to 68% 2024 marking further
progress in our supply chain engagement with Besi’s sustainability-related activities. In
recognition of its supply chain engagement efforts, Besi achieved silver status with the
RBA which is externally audited and accredited.
Basis for preparation of Sustainability Statement
General basis for preparation
The Corporate Sustainability Reporting Directive (“CSRD”) has not yet been transposed
into Dutch National Law as of February 19, 2025. Besi has however prepared the
Sustainability Statement in accordance with the European Sustainability Reporting
Standards ("ESRS") as adopted by the European Commission. Furthermore, the
Sustainability Statement meets the specifications adopted pursuant to Article 8 of the
Taxonomy Regulation (Regulation (EU) 2020/852).
The Sustainability Statement of Besi for the year ended December 31, 2024 have been
prepared incorporating the accounts of BE Semiconductor Industries N.V. and its
consolidated subsidiaries which are included in the scope of the Consolidated Financial
Statements as disclosed in Notes to the Consolidated Financial Statements. The financial
information used and presented in the Sustainability Statement has been derived from
Besi’s Consolidated Financial Statements, which have been prepared in accordance with
IFRS accounting standards as adopted by the European Union.
55
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Besi has three European subsidiary undertakings, each with revenue below € 80 million,
that are included in Besi’s Consolidated Sustainability Statement and are therefore
exempt from individual or consolidated sustainability reporting pursuant to Articles 19a (9)
or 29a(8) of directive 2013/34/EU.
Besi has not exercised the option to omit a specific piece of information corresponding to
intellectual property, know-how or the results of innovations, nor has it used an exemption
from disclosure of impending developments or matters in the course of negotiation, as
provided for in articles 19a(3) and 29a(3) of Directive 2013/34/EU.
Value chain in the Sustainability Statement
In its Sustainability Statement, Besi uses a comprehensive approach when considering its
value chain. Our value chain encompasses a range of activities, resources and relationships
that are integral to our business model and the external environment in which we operate.
Besi’s value chain encompasses:
Upstream
and
suppliers
Besi’s suppliers are categorized into the following groups:
• Fabrication part suppliers - metal (and other materials) parts for
assembly.
• Module outsource suppliers - modules performing specific tasks to
the operation of equipment used for the assembly of Besi’s systems.
• Vendor part suppliers - complete parts used in the assembly of our
systems (e.g. cables, lenses, cameras and controllers).
• Service suppliers - providing R&D services as complete solutions or
as support to their staff involved in Besi projects.
Own
operations
R&D and product design, product assembly and system upgrades,
post-sales support and service.
Customers Our customers are primarily leading multinational chip manufacturers,
assembly subcontractors and electronics and industrial companies.
Customers are either independent device manufacturers (“IDMs”)
which purchase our equipment for internal use at their production
facilities or foundries/subcontractors which purchase our equipment
to assemble packages for third parties on a contract basis. End-user
segments include producers of mobile phones, computers and
automotives.
In 2023, Besi conducted a Double Materiality Assessment which considered the value
chain outlined above and assessed potential sustainability-related impacts, risks and
opportunities related to its activities. In addition, all potential stakeholder groups were
listed, analyzed and discussed considering the (i) type of stakeholder, (ii) position of the
stakeholder in Besi’s value chain and (iii) our impact on the stakeholder and the stakeholder
impact on us. This inclusive approach ensures that the interests and concerns of all parties
involved in Besi’s operations including employees, customers, investors, suppliers and the
communities that Besi operates in, are duly considered and addressed.
Besi’s policies are designed to cover all its stakeholders. Such policies, including our
Sustainability policy, Human Rights policy and Anti-Corruption and Bribery policy, outline
Besi’s commitments and responsibilities to its stakeholders and provide a framework for
how Besi intends to conduct its business in a responsible and sustainable manner for the
benefit of all stakeholders.
Reporting scope for sustainability metrics
The metrics in this Sustainability Statement cover all entities that belong to the scope of
the Consolidated Financial Statements (see Note 2, Principles of consolidation of the
Consolidated Financial Statements) excluding the following Environmental Impact data:
• Energy data for three sales and service offices (North America, Hong Kong and Thailand)
due to their immaterial significance.
Time horizons
The reporting period applicable to the Sustainability Statement is the same as the
reporting period for the financial statements. Therefore, all sustainability data is reported
as of December 31 of the reporting year end. Unless stated otherwise, this report follows
the definitions of the time horizons (short-, medium- and long-term) outlined in the ESRS.
Alignment with previously set sustainability targets and the climate-related scenario
analysis explains why potentially different time horizons may be utilized in this report.
Value chain
The majority of the data and information disclosed in this Annual Report is based on actual
group and value chain data. Where actual data was unavailable, we used our best estimates
and stated this explicitly. We used approximations and estimates for reporting certain
data points such as our Scope 3 emissions. To calculate certain Scope 3 emission
categories, we used industry average data or estimations for non-material categories
following the GHG Protocol Methodology. The details are provided in the Environment
section. We intend to improve our data granularity in calculating Scope 3 emissions
attributed to our suppliers by replacing industry average data with supplier specific carbon
footprint data as part of our supply chain engagement efforts.
56
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Sources of estimation and outcome uncertainty
The preparation of Besi’s Sustainability Statement requires management to make
judgements, estimates and assumptions that could affect the information reported. Such
estimates and assumptions are based on experience and various other factors believed to
be reasonable under the circumstances and are reviewed on an ongoing basis. The
Sustainability Statement includes prospective information such as ambitions, objectives,
milestones, targets and expectations. It is important to note that actual performance may
differ in the future, making this information inherently uncertain. Where possible, we
present quantitative data alongside comparative data from the previous financial year for
context and clarity. If definitions have changed, we have restated the comparative data.
There were no errors in prior reporting years that needed to be disclosed.
Most of the quantitative data is directly derived from our operations and value chain. It is
clearly stated in the corresponding chapters if we have used alternative methods for
computation such as estimations or extrapolations. We disclose the basis of preparation
(i) for each material topic and reported dataset where applicable, (ii) the resulting level of
accuracy, (iii) the estimation of outcome uncertainty and (iv) any planned actions to
improve the accuracy and outcome uncertainty of sustainability information for future
iterations of the Sustainability Statement.
Use of phase-in provisions
The Appendix C List of phased-in Disclosure Requirements of the ESRS 1 sets phase-in
provisions for the Disclosure Requirements or datapoints that may be omitted or that are
not applicable in the first year of preparation of the Sustainability Statement under the
ESRS. Besi has omitted the following information for the first year of preparation of its
Sustainability Statement:
• ESRS 2 SBM-1 paragraph 40(b) (breakdown of total revenue by significant ESRS sector)
and 40(c) (list of additional significant ESRS sectors).
• Material impacts, risks and opportunities and their interaction with strategy and
business model: ESRS 2 SBM-3 paragraph 48(e) (anticipated financial effects).
• Anticipated financial effects from material physical and transition risks and potential
climate-related opportunities: ESRS E1 (E1-9).
• Metrics related to social protection: ESRS S1 (S1-11).
• Metrics related to health and safety: ESRS S1 (S1-14) (reporting on non-employees).
• Metrics related to work-life balance: ESRS S1 (S1-15).
External review
The data and KPIs of Besi’s Sustainability Statement are reviewed by an independent
third-party verifier, EY Accountants B.V., in compliance with the applicable regulation on
the disclosure of sustainability information. EY Accountants B.V. provided limited assurance
on the Sustainability Statement. Their assurance report is included in Other Information in
this Annual Report. There is no metric validated by an external body other than the
assurance provider.
Strategy, business model and value chain
Our products and services
Besi is engaged in one line of business: the development, manufacturing, marketing, sales
and service of semiconductor assembly equipment for the global semiconductor and
electronics industries. Our principal product and service offerings are set forth below:
• Die attach equipment: single chip, multi-chip, multi module, flip chip, epoxy and soft
solder die bonding systems, hybrid, TCB and embedded bridge die bonding, die lid attach
and fan out wafer level packaging.
• Packaging equipment: conventional, ultra-thin and wafer level molding, trim and form
and singulation systems.
• Plating equipment: tin, copper, precious metal and solar plating systems and related
process chemicals.
• Services/Other: tooling, conversion kits, spare parts and other services for our installed
base of customers. Service and spares revenue together represented 16% of total
revenue in 2024.
As indicated in our EU Taxonomy assessment, 83% of turnover was eligible under Circular
Economy ("CE") objectives, 59% of capital expenditures ("CapEx") were eligible CE objectives
and 36% of operating expenses ("OpEx") were eligible under CE objectives provided in
Article 8 of Regulation (EU) 2020/852 (the "Taxonomy Regulation"). Moreover, we deliver
systems which can potentially be used by end consumers for a variety of resource efficient
applications within the automotive, communication and high-performance computing
industries.
Our customers are primarily leading multinational chip manufacturers, foundries, assembly
subcontractors and electronics and industrial companies and include Amkor, ASE, Foxconn,
Infineon, InnoLight, Intel, LG Innotek, Micron, Nvidia, NXP, STMicroelectronics, Texas
Instruments and TSMC. Customers are either independent device manufacturers (“IDMs”)
which purchase our equipment for internal use at their production facilities or foundries/
subcontractors which purchase our equipment to assemble packages for third parties on
a contract basis. Our customers tend to be long-term partners, implying there has been no
change over the past year with respect to additional markets or customers. We are a global
company with headquarters in Duiven, the Netherlands. We operate eight facilities in Asia
and Europe for development and production activities as well as 13 sales and service
offices across Europe, Asia and North America. Besi does not have any restrictions on the
sale of its products other than sales to sanctioned countries such as Russia, Belarus or
North Korea. We employed a total of 1,878 personnel at December 31, 2024, of whom 1,275
were based in Asia and 603 were based in Europe and North America.
57
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Besi’s mission is to become the world’s leading supplier of semiconductor assembly
equipment for advanced packaging applications and to exceed industry average
benchmarks of financial performance. We also strive to create long-term value for
stakeholders and operate our business in a sustainable way respecting both the
environment and society.
Description of business model and value chain
Long-term success in the assembly equipment industry requires technological leadership,
customer alignment, system reliability and high levels of accuracy in 24/7, high volume
production environments. Other key factors include production flexibility and scalability in
response to volatile shifts in demand for an industry whose cycle times have become ever
shorter. We also recognize the importance of sustainability considerations in the
development of our strategy such as our carbon footprint, the sustainable performance of
our systems and the development of a business culture which is diverse, respects the
rights of our employees and promotes the skills and talents of our personnel. Besi’s
business strategy has been developed with these considerations in mind. One of our top
priorities is the maintenance of technological leadership in the advanced packaging
segment of the industry. This is the most rapidly growing part of our business with the
greatest potential for future growth. We aim to leverage Besi’s technological leadership
position to generate higher levels of through-cycle revenue, profitability and cash flow via
a highly scalable and flexible production model. Weekly analyses of order development and
the supply chain combined with disciplined cost control efforts have enabled us to respond
rapidly to changing market conditions, retain superior margins and generate high levels of
cash flow to support a shareholder friendly capital allocation policy.
Over the past decade, Besi has delivered strong growth and value creation for all
stakeholders while conducting its business in a responsible and sustainable manner.
Besi’s dedicated focus on advanced packaging, technological leadership and the disciplined
execution of strategic initiatives such as (i) the achievement of our € 1 billion+++ revenue
model, (ii) partner with the Winners 2.0, (iii) the expansion of our leading hybrid bonding
position and (iv) other initiatives as described in the Strategy section, has created a leader
in the assembly equipment market with superior through-cycle performance and strong
financial metrics.
BESI’S LONG-TERM SUSTAINABLE VALUE CREATION MODEL
CAPITALS INPUT OUTPUT IMPACT STAKEHOLDERS
Intellectual • Significant investment in research and
development
• Know-how of our people
• Our intellectual property
• Leading edge assembly solutions
• Sustainably designed systems
• Partnership with industry leaders
Environmental footprint
• Promote cleaner environment. Mitigate climate change
• Longer battery life in electronics
• Lower power consumption and heat dissipation in smartphones
• Lead free content in PCBs
• Reduced waste, water, energy, packaging and hazardous materials
• More efficient solar cells
• Electric vehicle usage
• Reduced greenhouse gas emissions
Digital society
• Promote new applications in digital society
• Smart infrastructure, manufacturing and homes
• Better communication, mobility, medical care and security
Employees and workers in the value chain
• Provide safe and healthy working environment
• Invest in well-being of employees
• Promote training, local sponsorship, investments, diversity and
inclusion and human rights
Shareholders
• Offer attractive total long-term returns
Customers
Human • 1,878 worldwide fixed employees
• Flexible workforce
• Responsible ethics, labor and tax
practices
• Committed and engaged employees
• Long-term customer relationships
• Increased customer satisfaction
• Expand addressable market
Employees
Natural • Minerals, metals and other raw materials
• Natural and renewable energy sources
• Recyclable materials
• Lower carbon footprint
• Higher % of renewable energy
• Conservation of natural resources
Society
Industrial • Our global production and supply chain
• Components, modules and semi-finished
products we purchase
• Value-added assembly
• Scalable, sustainable and responsible
supply chain
• Flexible production model
Suppliers
Financial • Strategic planning
• Capital allocation
• Capital markets funding
• Acquisitions
• Peer-leading financial metrics
• € 1.4 billion returned to shareholders (5 years)
• Average ROAE of 41.6% (5 years)
• Total shareholder return 353% (5 years)
Shareholders
58
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
In general, Besi funds its operations and sustainability strategy through available cash
and deposits on hand, cash generated from operations and, in some instances, funds the
operations of its subsidiaries through intercompany loans and borrowings under its bank-
lines of credit. Besi allocates such financial resources to acquire the inputs for its business
model including (i) R&D investment for next generation assembly applications, (ii)
investment in its employees and internal operations, (iii) the sustainable procurement of
raw materials and energy sources and (iv) collaboration throughout our value chain.
Besi has set ambitious short-term, medium-term and long-term sustainability targets. We
aim to reduce our Scope 1 & 2 emissions by 75% in 2026 versus 2021 baseline year and have
set a target to reach net zero GHG emissions in terms of Scope 1 & 2 emissions by 2030 and
all scopes of GHG emissions by 2050. Besi also aims to provide equal opportunities for all
employees and maintain a high level of employee engagement.
Key elements of our sustainability strategy aim to exceed the challenging milestones and
targets set by Besi for 2026 and 2030. In setting such milestones and targets, we assessed
our current products and stakeholder views through a Double Materiality Assessment, key
performance indicators, stakeholder dialogue and a climate-related scenario analysis. We
also took into consideration the geographic context of our operations such as access to
renewable energy and the different perspectives of our supply chain vendors and
employees. The 2026 intermediate milestones were set in 2024 after assessing progress
against the 2024 and 2030 targets set in 2022. In the Environmental and Social sections of
this Sustainability Statement, we detail how such targets were created, how we formulate,
market and sell our products and the way we intend to interact with our suppliers,
customers and shareholders in the future:
• Customers increasingly seek products that are sustainable, environmentally friendly and
ethically produced. Our management of sustainability issues is formulated with
sustainable design as a key component in order to build strong relationships, attract
customers and increase our revenue growth.
• Investors in European, North American and Asian markets are increasingly considering
sustainability and sustainability themes as part of their investment process. Investors
are requesting more sustainability information from us than in previous years particularly
in the areas of climate change, fossil fuels, carbon emissions, conflict minerals and
human rights within the supply chain.
• A high quality, flexible and scalable supply chain is critical to satisfying customer needs
in a cyclical business and our long-term success. As such, we frequently engage with our
suppliers to ensure that they mitigate any potential negative impacts and/or risks.
Besi value chain
As detailed in the General basis of preparation, Besi has an upstream supply chain that
consists of fabrication part, module outsource, vendor part and service suppliers. Besi’s
ambition is to collaborate with stakeholders throughout our value chain and improve the
sustainability-related practices of our industry. We are committed to improving the
processes of our supply chain through a number of initiatives:
• We adhere to high ethical standards in our business and commit to ensuring that we are
not complicit in any human rights violations and expect the same from our suppliers.
• We work with our suppliers to develop a sustainable supply chain, implementing supplier
assessment and performance management initiatives.
• We aim to maintain a long-term relationship with our suppliers that is based on mutual
trust and integrity, compliant with applicable laws and is mutually beneficial.
• We prioritize local sourcing and emphasize strategic purchasing.
• We perform a supplier sustainability assessment including a comprehensive overview of
our suppliers’ sustainability-related topics such as reducing their environmental impact,
addressing a broad spectrum of social topics (e.g. working conditions, human rights) and
promoting high business standards.
• We have adopted the RBA Code of Conduct that sets out the key social principles which
we expect our suppliers to acknowledge and comply with.
We continuously work on the enhancement of policies and procedures to improve the
sustainability practices of our supply chain. As such, a key focus of our supply chain
engagement efforts over the medium-term will be to further enhance the granularity of
our upstream Scope 3 emission data, the adoption of renewable energy by our suppliers
and the implementation of a human rights due diligence process.
Besi’s value proposition
Besi aims to provide global semiconductor manufacturers and subcontractors with a
compelling value proposition consistent with market requirements and new product
development roadmaps which requires
• Leading edge product innovation for our customers that benefit both investor’s total
shareholder return and other stakeholders through employment and other positive
social impacts.
• Promotion of an environment of collaboration, open discussion and innovation to develop
tailored solutions for the marketplace.
• Production of high quality, premium solutions for the marketplace which offer leading
edge reliability, performance and longevity and are manufactured according to high
ethical business standards.
• A development focus on system efficiency both in terms of environmental impact and
productivity/cost savings with a particular emphasis on the sustainable design of our
systems.
59
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
• A fair and competitive price for our products which delivers the desired quality level and
environmental impact expected by our customers.
• Continuous stakeholder engagement in which we embrace open dialogue and knowledge
sharing important to an innovation-driven industry and which helps us to identify areas
for improvement.
• Interaction with all stakeholder groups on their topics of concern which includes the
incorporation of their views into our sustainability strategy.
Sustainability strategy
We strive to create long-term value for our stakeholders and operate our business in a
sustainable way, respecting the environment, our own employees and wider society. Besi
is committed to running its operations in accordance with internationally recognized
standards and best practices and to promote sustainability with all stakeholders through
the reporting of material sustainability topics on an annual basis in line with international
and regulatory standards.
2024 SUSTAINABILITY PROGRESS
2024 Target 2024 Progress
Environmental
Factors
62% reduction in absolute
Scope 1 & 2 emissions vs. 2021
97% reduction in absolute
Scope 1 & 2 emissions vs. 2021
75% energy from renewable
sources
99% energy from renewable
sources
Develop targets for sustainable
design
Energy consumption reduction
targets set for four of Besi’s
product groups
Social Factors Increase % female employees
to 19%
Achieved 17% female employees
Increase investment in
employee training to ≥ 21
working hours per employee
per year
30 training hours per employee
achieved
Responsible
Business
70% Purchasing Volume
audited
64% Purchasing Volume
audited
73% Purchasing Volume to sign
CFSI
72% Purchasing Volume signed
CFSI
77% Purchasing Volume to sign
GWA or GPC
77% Purchasing Volume signed
GWA or GPC
As a result, Besi has implemented processes to optimize its governance, risk management,
data collection, supplier engagement and sustainable design for all sustainability matters
identified as material by our Double Materiality Assessment. To this end, the strategy
explicitly considers the impact of sustainability-related risks and opportunities on Besi's
businesses, strategy and financial planning. In addition, the strategy includes Besi’s goals
and ambitions with specific targets identified to guide our activities until 2030 and which
sets the objective of net-zero carbon emissions by 2050.
Our core sustainability strategy is based on the commitments outlined in our Sustainability
policy.
Environmental
We commit to monitor Besi’s environmental performance across material topics through
various KPIs. We engage with our suppliers to create awareness of our activities and to
implement environmental-related initiatives. We set ambitious targets for our own
operations and create awareness amongst our employees about our environmental
initiatives and KPIs and make employees aware of why Besi is undertaking such activities.
We strive to reduce the environmental impact of our products at customer operations by
implementing sustainable design concepts in the development of our products. We aim to
consult with stakeholders on environmental issues and report on how we have engaged
with shareholders, suppliers, customers, employees, local communities and societies on
an annual basis.
Social
Besi aims to develop its business in a socially responsible manner for the benefit of all
stakeholders, employees, partners, suppliers, customers and local communities. We have
an ambition to align with internationally recognized standards across our value chain such
as the International Labor Organization ("ILO") and the UN Guiding Principles on Business
and Human Rights. We seek to align all our internal policies with such standards and
guiding principles. In addition, we seek to offer a working environment where all employees
feel safe and secure. Everyone has the right to join a legally recognized trade union.
Everyone has the right to a healthy work and private life balance. Everyone has the right to
work in a place that is free from harassment, intimidation or any kind of psychological or
physical violence.
Governance
We acknowledge the importance of good governance, the most important elements of
which are transparency, independence and accountability. We conduct our business with
high ethical standards and are committed to eliminate any corruption and bribery cases in
our operations and our value chain. We offer business conduct trainings for our employees
and work diligently to communicate our business conduct principles to our suppliers and
60
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
customers. Besi is also committed to investigate any incidents related to its business
conduct promptly, independently and objectively.
Stakeholder engagement
Besi regularly engages with stakeholders to identify business opportunities, issues and
risks in order to better assess its long-term sustainable value creation model. Insights are
gathered through a variety of channels including dialogue with investors and customers,
management reviews, employee surveys and internal and external audits. We identify key
stakeholders according to Besi’s impact on their interests as well as their ability to
influence our business. Our key stakeholders include shareholders, suppliers, customers
and employees based on the stakeholder mapping conducted in 2023.
In 2024, Besi conducted a stakeholder engagement roadshow to validate the results of its
Double Materiality Assessment ("DMA"). This initiative sought to assess stakeholder
opinion on the results of the DMA and their broader perspective of Besi’s material
sustainability impacts, risks and opportunities considering the spectrum of topics included
in the ESRS. Stakeholder engagement was conducted via moderated interviews with key
stakeholders such as investors, customers, suppliers and employees (including
representatives of Works Councils and Work Unions representing Besi’s employees).
Before each interview, the Besi team shared a letter with stakeholders, including pre-
reading materials, to help them understand the DMA process, the ESRS requirements and
how Besi arrived at the conclusion of its DMA assessment.
The stakeholders were also asked to provide their opinion on the most significant
sustainability-related:
• impacts that could affect the environment and people connected to our operations
including our upstream and downstream value chains.
• risks with negative financial effects (potential or actual) arising from sustainability
matters which could negatively affect Besi.
• opportunities with positive financial effects (potential or actual) arising from
sustainability matters which could positively affect Besi.
• topics where Besi could have significant impacts, risks and opportunities not covered by
the results of our DMA.
The results of the stakeholder interviews were reviewed and discussed by Besi’s
sustainability team, Management Team and Board of Management. The assessment
confirmed stakeholder alignment with our DMA and validated the topics which were
considered material. In addition, we would like to highlight:
• There were no significant issues highlighted nor significant impacts, risks and
opportunities not already considered material by the DMA.
• Stakeholders stressed the importance of Besi’s impact or potential impact on climate
change mitigation, human rights, work-life balance and diversity in our operations and
across our value chain.
• There was consensus that Besi was not exposed to significant material risks involving
severe negative financial effects (potential or actual) arising from sustainability matters.
It was considered that Besi had an increased exposure to regulatory-related risks with
respect to environmental and human rights topics.
• It was stated by stakeholders that we could benefit from setting more ambitious long-
term targets, further enhancing employee engagement and talent attraction and
strengthening its dialogue with customers and suppliers on sustainability-related topics
in order to fully capture the opportunities available to Besi.
61
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
The outcomes of the stakeholder engagement were presented to the Supervisory Board.
The list of material topics was reviewed and approved by the Supervisory Board upon the
review and discussion of the results of stakeholder engagement. Beyond approval of the
DMA, no changes were made to our strategy and/or business model as a result of the
engagement roadshow.
Stakeholder group The purpose of engagement How we engage How the views of stakeholders are taken
into account
Shareholders/
Investors
• Shareholders expect Besi to protect
their investment and provide a
competitive return on capital while
operating responsibly as a corporate
citizen.
• Both existing and new investors have
shown increased interest in
sustainability and have specific
sustainability criteria with which to
evaluate Besi’s performance.
• Shareholders are engaged through an active investor relations program
including quarterly and annual conference calls, roadshows, conferences,
analyst presentations and Besi’s Annual General Meeting (“AGM”).
• We maintain close contact with investors in Europe, North America and Asia.
• We conduct regular meetings with investment professionals and encourage
them to ask questions during our earnings calls, meetings, conferences and at
our AGM.
• We engage in important face-to-face dialogue and receive valuable feedback
about our business and sustainability topics.
• In 2024, we conducted stakeholder interviews with key investors to validate the
results of the DMA and receive their views on Besi’s material sustainability
topics.
The views of shareholders/investors
are considered to:
• Validate results of the DMA.
• Review Besi’s sustainability strategy
and the governance of its impacts,
risks and opportunities.
• Set targets related to Scope 1 & 2 and
Scope 3 emissions.
• Collect key performance indicators
that provide investors and
shareholders with an overview of
Besi’s progress.
• Engage with ESG rating agencies and
voluntary reporting initiatives.
Suppliers • Maintaining a responsible supply
chain is an important part of our
business model and strategy.
• A high quality, flexible and scalable
supply chain is critical to satisfying
customer needs in a cyclical business
and to the long-term success of our
business.
• We seek to build long-term, mutually
beneficial relationships with our
suppliers.
• We are expanding our efforts to
ensure that all suppliers can match
Besi’s own environmental and ethical
standards.
• We engage with suppliers through direct dialogue, site visits and audits.
• We perform annual third-party external audits for all significant production and
development facilities with respect to supplier ISO 9001, ISO 14001, ISO 45001,
and RBA capabilities.
• We work together with suppliers to lower our joint environmental footprint,
create sustainable products and supply chains and assess and mitigate social,
health, safety and ethical risks.
• In 2024, we conducted a sustainability roadshow and provided training sessions
for suppliers to increase their knowledge of sustainable business practices. In
addition, Besi integrated sustainability criteria into its Supplier Quarterly
Business Review ("QBR") scorecard and assigned such criteria a 10% weighting
in the final performance review of the year. A total of 69 suppliers representing
65% of the planned annual audit coverage were assessed by the QBR which
included 41 of Besi APac's suppliers and 28 of Besi Leshan’s suppliers.
• We have begun engagement with suppliers as to the origin of their imported
steel and iron supplies due to new EU restrictions.
• In 2024, we conducted interviews with our largest suppliers to validate the
results of the DMA and receive their views on Besi’s material sustainability
topics.
The views of suppliers are considered to:
• Validate results of the DMA.
• Review Besi’s Supply Chain
engagement and improvements to the
sustainable design of Besi’s products.
• Develop policies and procedures to
which we expect adherence by our
suppliers.
• Set sustainability-related targets for
our supply chain such as our Scope 3
emissions reduction targets.
• Collect raw data to measure Besi’s
performance and progress against
targets.
62
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Stakeholder group The purpose of engagement How we engage How the views of stakeholders are taken
into account
Customers • Building strong relationships is
important to attract customers and
to our revenue growth.
• Providing superior customer support
is critical to maintaining strong
relationships.
• Besi’s customers increasingly seek
products that are sustainable,
environmentally friendly and ethically
produced.
• Our sustainability strategy is
formulated with sustainable design
as one of its key components.
• Customer satisfaction is an important measure to gauge customer fulfilment.
• We have a very experienced team of approximately 250 sales and service people
globally which maintain customer relationships and engage key customers on
topics such as device roadmaps, assembly equipment requirements and future
market trends.
• We conduct annual customer satisfaction surveys to assess existing
relationships and identify areas for improvement.
• Customer satisfaction scores have increased over the past five years. In 2023,
customers were particularly satisfied with the reliability, durability and
performance of Besi’s systems.
• We engage with customers to ensure that our products meet their environmental
and social standards.
• In 2024, we conducted interviews with our largest customers to validate the
results of the DMA and receive their views on Besi’s material sustainability
topics.
The views of customers are considered
to:
• Validate results of the DMA.
• Review Besi’s performance against
key metrics and future sustainable
design innovations.
• Develop internal policies and
procedures.
• Set sustainability-related targets to
ensure that Besi’s goals are aligned
with customer expectations.
Employees • Besi considers satisfied and engaged
employees as a key ingredient for its
successful growth.
• Employees expect Besi to have high
social and ethical standards in the
conduct of its business.
• Employees also expect us to provide
them with equal treatment and
opportunities, safe working
conditions and career development
potential.
• Our sustainability performance and
engagement will become increasingly
important in attracting and retaining
talent.
• We promote an atmosphere of open dialogue between managers and employees.
During performance appraisals, both employees and managers are encouraged
to voice their concerns in a collegial exchange.
• Employee interests are also communicated in a more institutional way via local
European Works Council representations.
• In Europe, we hold meetings with Works Councils twice a year to listen to the
views of employees and communities.
• We conduct Town Hall meetings for all employees on a quarterly basis to inform
them as to current business and financial developments.
• We have launched sustainability resource pages in certain locations to educate
and engage our employees about Besi’s sustainability strategy and progress.
• We conduct biennial employee engagement surveys. Our most recent 2023
survey had a high level of participation (94%) and level of engagement (89%).
• In 2024, we conducted interviews with representatives of Works Councils and
Work Unions to validate the results of the DMA and receive their views on Besi’s
material sustainability topics.
The views of employees are considered
to:
• Validate results of the DMA.
• Assess potential improvements to the
working conditions at each location.
• Review how we can ensure that Besi’s
employees have a preferable work-life
balance.
• Improve performance related to
employee engagement and career
development, diversity and inclusion
and health and safety.
63
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Double Materiality Assessment
Description of the process to identify and assess material impacts, risks and
opportunities
In 2023, Besi conducted a Double Materiality Assessment (“DMA”) across all business
segments and activities. In 2024, we validated the results of the DMA with our stakeholders.
An external third-party supported Besi during the DMA to ensure the adoption of a robust
and objective methodology. Besi considers sustainability-related impacts, risks and
opportunities across three-time horizons:
Short-term <1 year In line with the annual financial reporting.
Medium-term 1-5 years This period is considered the timeframe for major product
and market trends in alignment with our five-year
planning cycle.
Long-term >5 years Impacts, risks and opportunities that align to longer-
term trends.
Our process for determining materiality can be summarized by the following seven steps:
Create overview of business activities, value chain and relationships
In the first step, we defined the activities, business relationships and geographies relevant
to Besi’s business model, value chain, value proposition, key suppliers, customers groups,
cost structure and revenue streams. The DMA included a focus on factors that may
increase the risk of adverse impacts such as our business relationships with customers
who may have a relatively larger environmental impact due to their status as large global
semiconductor manufacturers. In addition, we evaluated both the environmental and
societal impacts of Besi's own operations and those resulting from its business
relationships with suppliers, customers and downstream users beyond direct customers.
For this step, we also reviewed our sustainability strategy and conducted a high-level
identification of the impacts we have on the environment and society which used input
parameters such as information from our supply chain due diligence and sustainability-
related data for Besi’s operations, its subsidiaries and value chain.
Stakeholder mapping exercise
During the stakeholder mapping exercise, Besi’s business model was analyzed to
understand which stakeholders are, or are likely, to be affected by and influence Besi’s
operations and upstream and downstream value chains. This analysis also considered the
results of stakeholder engagements from previous years, Besi’s influence on stakeholders
and stakeholders’ influence on Besi.
All potential groups of stakeholders were analyzed based on geography, stakeholder type,
the position of the stakeholder in our value chain, our impact on the stakeholder and the
stakeholder group’s impact on Besi. This resulted in the creation of a list of 22 stakeholder
groups (e.g. Employees, Customers, Nature as a silent stakeholder, Shareholders and
Suppliers) who were identified and classified as either affected and/or influencing Besi.
These stakeholder groups were prioritized based on a set of thresholds for Besi’s impact
on a stakeholder and a stakeholder influence on Besi. As a result, we prioritized our
employees, customers, suppliers, workers in the value chain, investors and nature as a
silent stakeholder, as Besi’s key stakeholder groups.
Identification of relevant sustainability matters
A list of potential material sustainability matters was created and assessed against the
complete ESRS list of topics, sub-topics and sub-sub-topics according to ESRS 1 General
Requirements Appendix B. Sustainability matters for the purpose of this list are as defined
in Article 2, point (24) of Regulation (EU) 2019/2088 of the European Parliament and the
Council, i.e. environmental, social and employee matters, respect for human rights, anti-
corruption and anti-bribery matters and governance factors.
The sub-sub-topics were benchmarked against different sources including Besi’s 2023
materiality assessment, Besi’s 2023 enterprise risk management exercise, the topics ESG
rating agencies considered material for Besi’s industry, the materiality analyses of industry
peers and industry standards such as SASB. Based on the outcome of this assessment, we
created a long list of sustainability topics and analyzed the number of occurrences
considered material per topic. We narrowed down the list based on workshops with
internal subject matter experts. Specifically, such topics were discussed with the
Management Team including the SVPs of the Product Groups responsible for the
sustainability-related aspects associated with the sustainable design and management of
Besi’s product group operations as well as the SVP Global Operations.
As a result, 52 of the most relevant sub-topics were retained for the short-list and mapped
against Besi’s value chain. Some of these sub-topics were clustered together due to their
similarity. For instance, the “Diversity and Inclusion” cluster included the following sub-
sub-topics: “Gender equality and equal pay for work of equal value”, “Employment and
inclusion of persons with disabilities” and “Diversity”.
Impacts, risks and opportunities were defined for each sustainability sub-topic shortlisted.
It was assumed that these impacts could be positive or negative, actual or potential and
interconnected. In addition, it was assumed that a sustainability impact and/or dependency
could be or become financially material in time. However, risks and opportunities were
considered to be separate from an impact as multiple impacts and/or dependencies could
be connected to one risk and vice versa. The severity and likelihood of certain impacts,
risks and opportunities was not immediately clear for some topics such as water use,
64
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
pollution and the circular economy. For such topics, Besi conducted further internal
assessments to consider the impact of our product groups on the environment and/or
society as well as the share of revenue for which each product group was responsible.
Prioritization of topics based on impact and financial materiality
The short-list of clustered topics was analyzed according to an inside-out approach for
impacts (impact materiality) and outside-in approach for risks and opportunities (financial
materiality).
Determining impact materiality
To determine the impact materiality of the sustainability topics, Besi’s Management Team
assessed the Scale and Scope of Impact, Irremediability (for negative impact) and
Likelihood for the potential impact which allowed management to define the severity of
negative impacts and the scale and scope of positive impacts on a defined quantitative
scale. Both positive and negative impacts were considered throughout our value chain.
Quantitative indicators were used to score the Scale, Scope and Likelihood of a positive
impact, using qualitative criteria. For instance, for the Scope of the Positive impact, the
scale went from “0 = None” to “5 = Global, substantial number of people affected”. A
similar scale was used for a negative impact with the addition of Irremediability which
went from ”0 = fully remediable” to “5 = non-remediable or irreversible”.
Given the strategic discussions with the Management Team and the results of the impact
materiality assessment, we set a threshold score for both positive and negative impact
scores considered material to the environment or society. The Management Team set a
strategic objective to focus on the topics where Besi has high impact on the environment
and society. As such, topics causing high impact were considered material to our business.
Determining financial materiality
To determine the nature of effects for the financial materiality as per each sustainability
topic, Besi assessed the actual and potential financial impact on revenue (including our
ability to rely on existing relationships needed in business processes and our ability to
build new business relationships), the impact on the cost and availability of resources and
the impact on the cost associated with sustainability (such as litigation and the cost to
meet regulatory requirements). We also considered dependencies on natural, human and
social resources and took into account the likelihood that risks and opportunities could
occur and the potential magnitude of financial effects. The magnitude of impacts on
revenue, relationships and cost of resources were rated on a scale from 0 to 5 which was
measured using data of the 2022 financial year on the percentage of revenue and costs
that could be impacted by the sustainability topics. Each financial risk and opportunity
was assigned a probability from “0 = not possible” to “1 = probability that the scenario or
forecast will materialize is certain”. Such ratings were then reviewed and validated by the
Management Team, Internal Control, sustainability and finance teams.
To assess the materiality of these financial risks and opportunities, the Management
Team set a threshold for all medium and high-level risks and opportunities to be considered
as material which represented a positive or negative impact on revenue greater than
€ 3.6 million and/or the impact on the cost of natural, human and financial resources being
greater than € 2.1 million.
Prioritization based on impact and financial materiality
Once the thresholds for impact materiality and financial materiality were set, Besi
prioritized the impacts, risks and opportunities considered material to the business.
Specifically, it was observed that many of the topics causing high impact materiality led to
potential medium financial risks and opportunities to our business implying there was
some direct correlation between the identified impacts and dependencies of Besi and the
risks and opportunities faced by Besi.
The Double Materiality Assessment process requires Besi to make key judgments and use
thresholds and it may also be influenced over time by sector-specific standards to be
adopted. Besi will continue to monitor such sustainability impacts, risks and opportunities
and review the DMA on an annual basis to ensure a continued focus on the topics most
financially material to Besi and which pose the largest material impact on the environment
and society in which we operate. This DMA replaces and updates Besi’s materiality analysis
which assessed only our impact materiality.
Board of Management and Management Team approval
The results of the Impact and Financial Materiality assessments were discussed with the
Board of Management and Management Team. Ahead of the stakeholder validation
process, the Board of Management and the Management Team approved the DMA process
and the outcomes of the assessment.
Stakeholder validation
As described in the Stakeholder Engagement section, the results of the DMA were reviewed
and validated by Besi stakeholders including affected stakeholders such as investors and
employees. In addition, Besi’s key stakeholders did not highlight any significant issues or
impacts, risks and opportunities not covered by the results of DMA.
Supervisory Board approval
The following table includes the final list of material topics approved by the Supervisory
Board.
65
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Sustainability
standards
Sustainability
topics
Value chain Financial risk or opportunity Impact description Time horizon Included sub-topics in the context of
ESRS
ESRS E1
Climate
Change
Energy and
renewable
energy
Upstream
and Suppliers
Inability of Besi and its suppliers to
acquire a sufficient level of renewable
energy due to increased global demand.
Contribution to global warming
through Besi’s value chain energy
use (gas, diesel, petroleum and
electricity).
Short- and
medium-term
Energy consumption.
Own
operations
Downstream Failure to meet new regulations and
customer requirements regarding energy
efficiency.
Climate
change
mitigation
Upstream
and suppliers
Transitional and physical climate-related
risks such as reputational damage or
extreme weather conditions.
Contribution to global warming
from our Scope 1 & 2 and Scope 3
emissions.
Short- and
medium-term
Climate change mitigation.
Own
operations
Downstream
ESRS S1 Own
Workforce
Working
conditions
Own
operations
Opportunities for employee engagement,
talent attraction and retention which
may lead to business growth.
Impact on employee wellbeing due
to working conditions such as
work-life balance.
Short- and
medium-term
Secure employment, working time,
adequate wages, work-life balance,
training and skills development.
Health and
safety
Own
operations
Reputational risk of non-compliance,
failure of practices and/or potential
litigation.
Incidents that can result in injury
or work-related illness.
Short-,
medium- and
long-term
Health and safety.
Diversity and
inclusion
Own
operations
Opportunities for employee engagement,
talent attraction and retention which
may lead to business growth.
Impact on employee wellbeing due
to a working environment that is
diverse, equitable and inclusive.
Medium-term Diversity, gender equality and equal
pay, employment and inclusion of
persons with disabilities.
Human rights Own
operations
Violation of the human rights of Besi’s
employees which could lead to severe
reputational damage and the
unavailability of workers.
Potential human rights violations
of employees such as violence and
harassment in the workplace.
Short-,
medium- and
long-term
Measures against violence and
harassment in the workplace, child
labor, forced labor in own
operations.
66
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Sustainability
standards
Sustainability
topics
Value chain Financial risk or opportunity Impact description Time horizon Included sub-topics in the context of
ESRS
ESRS S2
Workers in
the value
chain
Working
conditions
Upstream
and suppliers
Risk of non-compliance with employment
contracts resulting in the interruption of
critical supplies and services to Besi.
Potential negative impacts on the
workers in supply chain related to
working conditions.
Medium-term Secure employment, working time,
adequate wages, work-life
balance, training and skills
development.
Health and
safety
Upstream
and suppliers
Risks of legal or regulatory sanctions,
litigation, financial loss or damage to
reputation caused by non-compliance
with regulations or company practices.
Incidents that can result in injury
or work-related illness.
Short-,
medium- and
long-term
Health and safety.
Human rights Upstream
and suppliers
Employment and reputational risks in the
supply chain.
Potential human rights violations
of supply chain employees such as
forced labor.
Medium-term Measures against violence and
harassment in the workplace, child
labor, and forced labor.
ESRS G1
Business
Conduct
Anti-
corruption
and bribery
Upstream
and Suppliers
Reputational risk of financial loss or
damage due to inability of suppliers to
meet requirements of the Supplier Code
of Conduct.
Impact on society due to the
business conduct of Besi’s
suppliers through bribery and
corruption.
Medium- and
long-term
Prevention and detection of
corruption and bribery including
training, and incidents of
corruption and bribery.
Corporate
culture
Own
Operations
Upholding our culture so that colleagues
act ethically and collaborate to improve
Besi’s reputational image and relationship
with suppliers.
Impact on Besi’s employees from
the business ethics and behavior
of Besi.
Short- and
medium-term
Corporate culture, and protection
of whistleblowers.
Material impacts, risks and opportunities and their interaction with strategy and
business model
Besi’s business strategy has been developed understanding that long-term success in our
assembly equipment industry requires technological leadership, customer alignment,
system reliability and high levels of accuracy in high volume production environments.
Other key factors include production flexibility and scalability in response to volatile shifts
in demand for an industry whose cycle times have become ever shorter. As a result, Besi’s
group-wide risk management assessment has historically focused on any type of
sustainability-related risk or opportunity that could impact our strategy, operations,
financial performance and compliance with government rules and regulations.
The current financial effects of Besi’s material risks and opportunities on its financial
position include:
• Revenue: Besi’s material social-related opportunities are currently perceived to have a
positive impact on our revenue development as our working conditions and corporate
culture contribute positively to our revenue development.
• CapEx: Besi’s material environmental risks and opportunities require capital investments
in climate change mitigation activities across our operations and our value chain
including the implementation of a Design-to-X concept, energy efficiency projects and
renewable energy use by our customers and suppliers.
• OpEx: Besi’s material risks and opportunities currently lead to an increase in our OpEx
due to the creation of a comfortable working environment, career development and
supplier engagement including supplier audits and regulatory compliance.
The anticipated financial effects of Besi’s material risks and opportunities on its financial
position include:
• Revenue: We believe that Besi’s material environmental risks and opportunities will
positively impact revenue development in the medium-term as customer preferences for
sustainability performance increase.
• CapEx: The largest sustainability-related CapEx will be related to our climate-related
risks and opportunities as detailed in the Climate Transition Plan section of this
Sustainability Statement.
• OpEx: There is the potential for increased OpEx related to regulatory compliance,
litigation costs, fines or penalties.
67
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
We also recognize the importance of sustainability impact considerations in the
development of our strategy such as our carbon footprint, the sustainable performance of
our systems and the development of a business culture which respects human rights and
the rights of our employees. To this end, we strive to create a diverse workforce which
promotes the skills and talents of our personnel and employees in our value chain. Our
impacts are linked to our business strategy and business model through the application of
our key principles to Besi’s operations and value chain as detailed in our Sustainability
policy.
We do not have sustainability-related material risks and opportunities for which there is a
significant risk of material adjustment to the carrying amounts of assets and liabilities
reported in our financial statements for the next annual reporting period.
Resilience of strategy and business model regarding capacity to address material
impacts and risks
In 2022, Besi conducted a climate-related scenario analysis used to test our resilience to
climate-related risks and opportunities across the short-, medium- and long-term. After
having completed the DMA in 2024, Besi initiated a consultation process with internal
stakeholders to assess the resilience of our strategy and business model to address the
material impacts, risks and opportunities considered in both the scenario analysis and the
DMA. An overview of the results is outlined below:
• Climate change: Besi is relatively resilient to future regulation and reputational risks due
to its climate mitigation activities which are summarized in the Climate Transition Plan
section. In addition, Besi has identified the high-risk locations in its operations where
the physical effects from climate change are most prominent and put mitigation plans in
place to deal with weather events such as flood defenses. We have a diversified pool of
suppliers to help ensure that we are not materially impacted by a disruption to a single
supplier or area in the event such impacts occur in our supply chain.
• Own workforce: We address human rights, working condition and health and safety in
our sustainability strategy. As a result, we can reduce potential employment, reputational
and legal risks by ensuring that policies and procedures are set for employees and senior
management to follow such as the Human Rights policy. Besi has also received ISO 45001
“International Organization for Standardization standard for management systems of
occupational health and safety” certifications for six out of eight operations. It is also
well communicated company-wide that any employee can use the Whistleblower
procedure and Grievance procedure to raise a complaint. In addition, one of the most
important aspects of our long-term success is the ability to attract, motivate and retain
a skilled workforce in a highly competitive semiconductor equipment industry. As set
forth in our Sustainability policy, we focus on training and talent development through a
variety of programs. In addition, we regularly analyze employee engagement and
satisfaction across all regional operations to assess our relative success in such
activities. Besi promotes diversity and inclusiveness in the organization, encouraging
different opinions and thinking and hiring personnel with diverse skill sets and experience
in the workplace environment.
• Workers in the value chain: We have an extensive supply chain engagement program that
reduces the exposure of our suppliers to employment risks and therefore enhances
Besi’s resilience to employment, reputational and legal risks. Such policies and
procedures include the Whistleblower procedure, Grievance procedure and Supplier Code
of Conduct. With respect to human rights, we follow the RBA Code of Conduct both in our
production facilities and supply chain. We sign General Work Agreement (”GWA") and
General Procurement Contract (”GPC") with suppliers including requirements to follow
the RBA Code of Conduct. Such contracts were signed by 77% of our total purchasing
volume in 2024.
• Business conduct: As set forth in our Sustainability Statement, we conduct our business
with high ethical standards and are committed to eliminate any corruption and bribery
cases in our operations and our value chain. We carry out business conduct training for
our employees and significantly engage with our suppliers and customers on the topic of
Besi’s business conduct principles. Moreover, our Anti-Corruption and Bribery policy,
Anti-Corruption and Bribery Framework and No-Gift and Limited Entertainment policy
set a comprehensive framework aimed at the prevention of corruption or bribery and the
thorough investigation of any potential corruption and bribery cases.
ENHANCED SUSTAINABILITY OBJECTIVES
2026 2030
85% renewable sources for
global energy needs
100% renewable sources for
global energy needs
75% reduction in Scope 1 & 2
carbon emissions
Net Zero Scope 1 & 2
carbon emissions
15% reduction in Scope 3
carbon emissions*
20% reduction in Scope 3
carbon emissions*
Above-benchmark employee
engagement
Achieve revenue objectives with
lower environmental impact
80% vendors to sign
GWA and GPC
85% vendors to sign
GWA and GPC
NET ZERO BY 2050
* Versus the scope reported since 2019 as described in the section Progress against targets in Sustainability Statement.
68
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Risk management
Besi’s sustainability strategy is influenced by important global trends such as climate
change, natural resource conservation, pollution and the circular economy as well as
social challenges such as diversity, human rights and the recruitment of qualified technical
personnel. We have internal control and risk management systems in place designed to
address, identify and limit sustainability-related risk factors as well as other sustainability
and non-financial risks that could affect both our strategy and business operations. Besi’s
sustainability and non-financial risks are governed by a set of guidelines and controls
including:
• Sustainability policy
• Diversity and Inclusion policy
• Climate Transition Plan
• Human Rights policy
• Conflict Minerals policy
• Code of Conduct
• Supply Chain policy
• Supplier Code of Conduct
• Code of Ethics for Senior Financial Officers
• Anti-Corruption and Bribery policy
• Whistleblower procedure
• Grievance procedure
Besi regularly evaluates sustainability topics deemed important to the conduct of its
operations and the development of its corporate culture. We periodically assess our
societal and environmental impact in consideration of our stakeholders’ concerns and
adjust the ranking of high and medium assessment priorities. Besi’s risk management
framework seeks to identify and control potential risks and events which may affect our
strategy, continuity, business and performance. Sustainability-related risks are included
in Besi’s overall risk management framework and managed alongside other business risks.
Each risk identified by our risk management system has mitigation actions introduced.
Such actions are prioritized based on the magnitude of the risk. We have identified the
following sustainability-related risks from the DMA considered to be relevant risk factors
for the group-wide risk management system:
• Besi is subject to environmental risks such as climate-related transition and physical
risks. Besi is subject to environmental rules and regulations in a variety of jurisdictions
and from its customers. Besi may be materially and adversely affected by operational
disruptions, natural disasters and the impact of climate change on its operations.
• Besi’s business, reputation and financial position may be harmed by health and safety
incidents, human rights violations, unethical behavior and non-compliance with Besi’s
Code of Conduct at its operations.
• Potential and actual negative impacts on sustainability matters such as human rights,
working conditions and health and safety in Besi’s supply chain could adversely impact
its reputation, supply of critical materials and its liabilities.
• Disobedience with the prevention and detection of bribery and corruption could lead to
financial loss.
Material information to be disclosed with respect to material impacts, risks and
opportunities has been determined based on the ESRS 2 requirements, EFRAG
Implementation Guidance on Materiality Assessment and the views of Besi’s Management
Team. Please refer to the description of Besi’s DMA for more detailed information on such
topics.
Please refer to the Risk Management section for further detail on Besi’s internal control
and risk management systems to manage and mitigate risks.
SUSTAINABILITY RATINGS TRENDS
ESG rating agent 2021
Score
2024
Score
Current
ranking
‘BBB’ ‘AA’
Besi attained second highest
possible MSCI ESG Rating
17.8 12.9
Besi ranked as 9 out of 366
within the semiconductor
industry
C- C+
Besi achieved ‘Prime’ Status
and score within the top 10%
of industry
39 55
Besi placed within the top 12%
of scores for its industry
69
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Governance of sustainability
Board of Management
At present, the Board of Management consists of one male person who is Besi’s Chief
Executive Officer and Chairman of the Board of Management. The Board of Management is
responsible for defining and achieving Besi's sustainability strategy and objectives.
Developments with respect to Besi’s sustainability initiatives are discussed regularly with
the Supervisory Board where the Board of Management presents progress against goals
and targets for sustainability-related issues which since 2020 has included regular
quarterly reporting on sustainability topics.
The role of the Board of Management is to manage the Company and its affiliated
subsidiaries and to ensure their continuity which includes, among other things:
• The formulation of a sustainable long-term value creation strategy.
• The identification, analysis and management of the risks inherent in Besi’s business and
sustainable long-term value creation strategy and initiatives related thereto.
• The establishment of Besi’s risk appetite and implementation of measures necessary to
mitigate any risks undertaken.
• The proper regard for sustainability issues relevant to Besi and the global communities
in which we operate.
• The proper regard for the impact of new technologies on our society, products, employees,
stakeholders and business model in such areas as digitalization, artificial intelligence
and automation, amongst others.
The Board of Management is responsible for the execution of Besi’s sustainability strategy
and has amassed experience which includes:
• Conducting the DMA of sustainability-related impacts, risks and opportunities.
• Developing processes and internal controls to address material impacts, risks and
opportunities.
• Creating a policy framework that addresses the impacts, risks and opportunities of
Besi’s operations and communicates its expectations to suppliers.
• Setting sustainability-related targets, ambitions and milestones for Besi’s material
impacts, risks and opportunities.
• Ensuring Besi’s performance is aligned with its sustainability-related targets.
• Implementation of sustainability initiatives including Besi’s Design-to-X concept.
• Identifying and approving resources, expenditures and timescales to carry out
sustainability-related initiatives.
In addition, the Board of Management is supported by the expertise of the Management
Team and sustainability team which have in-depth knowledge with regards to Besi’s
operations, value chain and the sustainability topics considered material as a result of the
Double Materiality Assessment. In cases where external knowledge and/or expertise is
required, Besi engages third-party experts to ensure compliance with local laws and
regulations and successful implementation of its sustainability strategy.
The Supervisory Board
The Supervisory Board is currently comprised of five members of which five members are
considered non-executive (100%) and independent (100%) within the meaning of best
practice provision 2.1.8 of the Dutch Corporate Governance Code. The current Supervisory
Board male/female ratio of 60%/40% is in accordance with the Supervisory Board’s profile,
Besi's Diversity and Inclusion policy and with article 2:142b of the Dutch Civil Code. In
addition, 100% of the Supervisory Board is over 50 years old and none are Besi employees.
The Supervisory Board has a diverse composition in terms of experience, expertise, cultural
or other background, competencies, education, gender identity and nationality. The
Supervisory Board shall aim for an adequate level of knowledge and experience in financial,
economical, technological, sustainability, social and legal aspects of international
business, government and public administration. The Supervisory Board believes that it
has the requisite expertise, background, competencies and independence to carry out its
duties properly and that all members of the Supervisory Board have sufficient time to
spend on their respective duties and responsibilities.
In accordance with the Dutch Corporate Governance Code, the composition of Besi’s Board
of Management and Supervisory Board is structured to ensure that they possess the
necessary expertise, diversity, background and competencies to fulfill their responsibilities.
On all such points, its composition is aligned with the objectives of the Supervisory Board’s
profile and its Diversity and Inclusion policy.
The role of the Supervisory Board is to supervise the execution of strategy including the
management of Besi’s material impacts, risks and opportunities and the general affairs of
the Company by the Board of Management and Management Team and to assist the Board
of Management by providing advice.
In discharging their role, Supervisory Board members shall be guided by the interests of
Besi and its affiliated subsidiaries as well as the relevant interests of Besi’s shareholders
and other stakeholders. Supervisory Board members are required to put the interests of
Besi ahead of their own interests and to act critically and independently vis-a-vis one
another, the Board of Management and any particular third-party interests involved.
Further, the Supervisory Board also ensures that there is an appropriate level of
informational oversight with regards to material sustainability impacts, risks and
opportunities during meetings with the Board of Management. This includes oversight
with respect to the governance of sustainability, the execution of Besi’s sustainability
strategy and the achievement of targets related to the material impacts, risks and
opportunities set by the Board of Management and Management Team. The Supervisory
Board receives quarterly updates on such matters by the Board of Management. The
Supervisory Board annually evaluates its own functioning through the conduct of a self-
assessment which also includes sustainability topics.
70
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
In addition, the Supervisory Board is responsible for overseeing Besi’s sustainability
reporting process as part of its overall oversight of Besi’s strategy execution. All material
findings resulting from the use of Besi's internal control and risk management system for
financial and non-financial risks are discussed with the Audit Committee as part of the
Supervisory Board’s quarterly or semi-annual meetings.
The Remuneration Committee shall prepare the requisite information necessary to support
the Supervisory Board’s decision-making process concerning the Remuneration Policy for
the Board of Management. The Remuneration Committee fulfils its obligations on an
annual basis by the review and proposal of the corporate goals and objectives associated
with the remuneration of the Board of Management. The annual criteria used to measure
the personal performance of members of the Board of Management are at the sole
discretion of the Supervisory Board including those targets of importance for the upcoming
year. The Remuneration Committee will propose to the Supervisory Board annually both
the financial and non-financial criteria used to measure the personal performance of each
member of the Board of Management. Non-financial criteria may include the execution,
performance or enhancement of Besi’s sustainability strategy, targets and/or key
performance indicators.
Management Team
Day-to-day responsibility for the governance process resides with the Management Team,
SVPs and the facility management in their respective departments and locations including
the controls and procedures used to monitor and oversee all impacts, risks and
opportunities. The Management Team is comprised of employees responsible for the
monitoring and reporting of impacts, risks and opportunities to the business as well as
those responsible for leading the response across the organization associated with any
new risks which may arise. The Management Team is also engaged to (i) assess
sustainability-related issues, (ii) develop sustainability-related initiatives and (iii) monitor
and track progress against Besi's sustainability-related targets.
The Management Team’s in-depth knowledge of the impacts, risks and opportunities that
face Besi was relied upon to assess the impact and financial materiality of sustainability
topics throughout the Double Materiality Assessment process. The list of material
impacts, risks and opportunities addressed by the Board of Management, Supervisory
Board and Management Team is included in the Double Materiality Assessment section.
They also supported the discussion, review, validation and prioritization of material topics
for all of Besi’s subsidiaries addressed by our sustainability strategy which directly feeds
SUSTAINABILITY GOVERNANCE STRUCTURE
Supervisory Board
Oversight of sustainability implementation
Audit Committee
Oversight reporting
Remuneration Committee
Review sustainability-related remuneration
Board of Management
Sustainability strategy and implementation
SVPs Product Groups SVP Operations
VP Strategic Supply
Management
VP Strategic
Sourcing
SVP Finance
CTO office
71
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
into our internal sustainability reporting framework. This implies that all Management
Team members:
• Implement facility and/or product-level sustainability data collection and reporting for
their operations.
• Manage teams that are responsible for the reporting of sustainability data.
• Set facility and/or product-level sustainability targets and monitor performance against
such targets.
• Report to the Board of Management with regards to the facility and/or product-level
sustainability performance on a quarterly basis as well as any new impact, risk or
opportunity trends on a monthly basis.
• Conduct impact, risk and opportunity assessments related to facility and/or product-
level operations.
• Support the Board of Management by reviewing corporate-level impacts, risks and
opportunities.
Integration of sustainability-related performance in incentive schemes
Besi’s remuneration programs are designed to reward the Board of Management,
Management Team and selected Besi employees for their achievement of specified
business, financial and sustainability objectives. As such, they are linked to and dependent
on the execution of our strategy in a socially responsible and sustainable manner. We link
variable remuneration to specific financial and non-financial goals which reflect Besi’s
strategic business objectives. As a result, we believe that Besi has created a performance-
oriented environment for eligible executives which aligns their interests with those of
internal and external stakeholders and our commitment to make a sustainable contribution
to society. In designing the Remuneration Policy, we also consider stakeholder interests
and feedback, specific market trends, industry developments and the views of society.
The Remuneration Report shall be (i) clear and understandable, (ii) provide an overview of
all remuneration awarded or due during the previous financial year to (former) individual
Board of Management members and Supervisory Board members and (iii) describe, in a
transparent manner, in addition to the matters required by article 2:135b of the Dutch Civil
Code, how the Remuneration Policy has been implemented in the previous financial year.
The Supervisory Board approves remuneration schemes upon the recommendation of the
Remuneration Committee. The Committee analyses the possible outcomes of its variable
remuneration elements and how they may affect the total remuneration of the Board of
Management. In this respect, the Committee evaluates the development of Besi’s
underlying share price as well as other factors which create variable remuneration
exposure such as Besi’s financial performance, business, strategy and execution of
sustainability initiatives. Variable remuneration is primarily linked to predetermined,
assessable and quantifiable financial targets which are predominantly of a sustainable
nature. It is also linked to Besi's strategy including associated business, financial and
sustainability objectives, values, purpose and vision, all of which are aligned with long-
term shareholder value creation. To this end, the composition of the short-term incentives
will consist of financial measures (70%) and non-financial measures (30%). Financial
measures are linked to the overachievement of Net Margin, Return on Average Equity
("ROAE") and Cash flow from Operations/Revenue metrics. Non-financial measures include
sustainability, operational, strategic, customer and/or leadership measures.
Consequently, sustainability-related performance has been incorporated into the Board of
Management’s Short-Term Incentive (annual performance-based bonus). Specifically, the
Short-Term Incentive awarded to the member of the Board of Management is based on the
following predetermined performance conditions: (i) net income as a percentage of revenue
and (ii) personal performance of the member of the Board of Management relative to
certain non-financial and sustainability goals of importance for 2024.
The Committee reviews the performance realized by the member of the Board of
Management with respect to ten equally weighted and pre-defined personal, non-financial
and sustainability performance objectives representing 30% of the potential total STI
bonus. Three of the objectives, representing 9% of the total STI bonus, is directly linked to
the sustainability performance objectives set forth below:
• Further enhance Besi’s environmental, social and corporate governance and sustainability
strategy.
• Prepare for CSRD reporting in 2025.
• Prepare a plan to meet the net zero GHG commitment as set forth in the Annual Report.
The above performance includes an aggregate assessment against Besi’s sustainability
targets but does not include performance against individual sustainability targets.
The Supervisory Board regularly (i) reviews Besi’s business objectives, (ii) undertakes risk
assessments, (iii) assesses Besi’s overall performance with respect to its business
objectives, (iv) undertakes scenario analyses of the possible outcomes of the variable
remuneration elements and how those may affect total remuneration and (v) considers
the performance of individual members of the Board of Management compared to their
own specific business objectives. Furthermore, the Remuneration Committee obtains the
views of the individual members of the Board of Management with respect to the level and
structure of remuneration.
According to the Dutch law, members of the Supervisory Board have fixed payments
related to the number of meetings and other activities conducted on an annual basis.
There is no incentive scheme for the Supervisory Board with respect to sustainability-
related issues.
72
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Statement on due diligence
Besi is committed to the conduct of its operations in accordance with internationally
recognized standards and best practices and to promote sustainability with all stakeholders
through the reporting on its material sustainability risks, opportunities and impacts on an
annual basis in compliance with regulatory standards. To this end, Besi performs due
diligence across its sites and its supply chain regarding various sustainability topics. The
outcomes of our due diligence process inform us of our material impacts, risks and
Core elements of due diligence Topic Paragraphs in Sustainability Statement
a) Embedding due diligence in
governance, strategy and
business model
i. ESRS 2 GOV-2: Information provided to and sustainability matters addressed by
the undertaking’s administrative, management and supervisory bodies;
ii. ESRS 2 GOV-3: Integration of sustainability-related performance in incentive
schemes; and
iii. ESRS 2 SBM-3: Material impacts, risks and opportunities and their interaction
with strategy and business model.
Governance of sustainability - The role of the administrative, management and supervisory
bodies.
Governance of sustainability - The role of the administrative, management and supervisory
bodies.
Double Materiality Assessment - Material impacts, risks and opportunities and their
interaction with strategy and business model.
b) Engaging with affected
stakeholders in all key steps of
the due diligence process
i. ESRS 2 GOV-2;
ii. ESRS 2 SBM-2: Interests and views of stakeholders;
iii. ESRS 2 IRO-1;
iv. ESRS 2 MDR-P; and
v. Topical ESRS: reflecting the different stages and purposes of stakeholder
engagement throughout the due diligence process.
Double Materiality Assessment - Material impacts, risks and opportunities and their
interaction with strategy and business model.
Strategy, business model and value chain - Stakeholder engagement.
Double Materiality Assessment - Description of the process to identify and assess material
impacts, risks and opportunities.
Double Materiality Assessment – Risk Management; Environment – Climate Transition
Plan, Climate change-related policies; Social – Own Workforce - Policies related to own
workforce; Social – Workers in the value chain - Policies related to value chain workers;
Governance - Policies related to business conduct.
Environment; Social – Own Workforce; Social – Workers in the value chain; Governance.
c) Identifying and assessing
adverse impacts
i. ESRS 2 IRO-1 (including application requirements related to specific
sustainability matters in the relevant ESRS); and
ii. ESRS 2 SBM-3;
Double Materiality Assessment - Description of the process to identify and assess material
impacts, risks and opportunities; Annex 1 - Disclosure requirements in ESRS covered by
Besi’s Sustainability Statement.
Double Materiality Assessment - Material impacts, risks and opportunities and their
interaction with strategy and business model.
d) Taking actions to address those
adverse impacts
i. ESRS 2 MDR-A; and
ii. Topical ESRS: reflecting the range of actions, including transition plans, through
which impacts are addressed.
Double Materiality Assessment – Material impacts, risks and opportunities and their
interaction with strategy and business model, Risk management; Environment – Climate
Transition Plan, Climate change actions and resources; Social – Own Workforce - Own
workforce actions and resources; Social – Workers in the value chain - Workers in the value
chain actions and resources; Governance - Prevention and detection of corruption and
bribery.
e) Tracking the effectiveness of
these efforts and
communicating
i. ESRS 2 MDR-M;
ii. ESRS 2 MDR-T; and
iii. Topical ESRS: regarding metrics and targets.
General basis of preparation – Reporting scope for sustainability metrics; Environment –
Metrics; Social – Own Workforce - Metrics; Social – Workers in the value chain - Metrics
and Targets; Governance - Metrics and Targets.
General basis of preparation – Reporting scope for sustainability metrics; Environment –
Targets; Social – Targets; Social – Workers in the value chain - Metrics and Targets;
Governance - Metrics and Targets.
opportunities with respect to sustainability matters. The identification, prevention,
mitigation and reporting of such actual and potential impacts is embedded in the way we
conduct our business.
Details regarding Besi’s due diligence process with respect to its material impacts, risks
and opportunities, are as follows:
73
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Internal controls over sustainability reporting
Besi’s internal control and risk management function operates under the responsibility of
the Board of Management and is monitored on an ongoing basis. The Supervisory Board
oversees the internal control and risk management function and maintains regular contact
with the persons fulfilling this function. Besi’s internal control system consists of a formal
framework defining key risks and key controls over financial reporting, an internal control
charter outlining audit systems and procedures as well as the internal control and audit
plan for the year. Operational, IT, compliance, tax and fraud controls are included in this
framework. The internal control system over financial reporting also contains clear
accounting rules. It has been implemented in substantially all operations and material
subsidiaries and supports common accounting and regular financial reporting in standard
formats.
Besi’s sustainability strategy is influenced by important global trends currently such as
climate change, natural resource conservation, pollution and the circular economy as well
as social topics such as diversity, human rights, working conditions and the recruitment of
qualified technical personnel. In addition, Besi's sustainability and non-financial risks are
governed by a set of policies and procedures including ISO 14001 environmental
management certification, Code of Conduct, Sustainability policy, Climate Transition Plan
and Human Rights policy.
Our internal control and risk management systems are designed to address, identify and
limit sustainability-related risk factors and non-financial risks that could affect both our
strategy and business operations. Besi’s sustainability reporting framework has been
created to ensure that sustainability-related data is collected from our operations on a
quarterly basis. Besi’s sustainability team manages data collection, validation, aggregation
and reporting to the Board of Management and Management Team consistent with its
internal control framework. Internal controls for sustainability reporting vary based on the
metrics being measured as multiple business units across Besi’s geographies contribute
to sustainability data collection. For instance, the definition of adequate wages may differ
from country to country. At a consolidated level, control measures are in place to ensure
accurate and complete reporting of sustainability-related metrics as part of our Annual
Report. Any issues identified by the internal control framework are reported to the Board
of Management.
We implement dedicated controls through our internal control system to ensure the
development of a reporting framework based on our material impacts, risks and
opportunities. To date, we have implemented the following internal controls:
• Gap assessment to identify policy-, procedure- and data gaps to meet CSRD requirements.
• Review of the 2024 sustainability reporting framework and its ability to meet CSRD
requirements.
• Quarterly sustainability data collection, review and aggregation.
The sustainability-related risks are incorporated into our overall risk management
approach. Besi's risk management program seeks to identify and control potential risks
and events which may affect our strategy, continuity, business and performance. Mitigation
strategies for sustainability-related risks include (i) the collection and analysis of
sustainability-related KPIs, (ii) capital allocation towards projects which help mitigate
identified risks, (iii) action plans with short-, medium- and long-term actions and targets
and (iv) company-wide policies which are communicated throughout our value chains.
Sustainability-related risks can be identified through:
• Quarterly sustainability data collection, aggregation and discussion with the
Management Team and the Board of Management.
• Internal control framework oversight of sustainability data collection and reporting.
• Engagement with Besi’s stakeholders.
• Communication channels such as the Whistleblower procedure and Grievance procedure
available for our own workforce, workers in the value chain and other stakeholders.
• Climate risk assessment.
• Double Materiality Assessment of sustainability-related impacts, risks and opportunities.
The Management Team is responsible for the monitoring and reporting of all identified
risks as well as for leading the response across the organization with respect to any new
risks which may arise. All material findings that result from the use of Besi's internal
control and risk management system for financial and non-financial risks are discussed
with the Board of Management on a monthly basis and with the Audit Committee as part
of the Supervisory Board’s review on a quarterly or semi-annual basis.
Besi’s Annual Report shall include a report of the Supervisory Board in which it shall render
an account of the supervision conducted for the previous financial year. The supervision of
the Board of Management by the Supervisory Board shall include its responsibility relative
to Besi’s corporate strategy, the risks inherent in its business activities and the
effectiveness of the design and operation of its internal risk management and control
systems. The report shall also include an account of the Supervisory Board’s involvement
in the establishment of a sustainable long-term value creation strategy and the way in
which it monitors its implementation.
In addition to internal controls over financial reporting, the external auditor reviews the
process carried out by Besi to identify the information reported pursuant to the ESRS. The
results of this audit are discussed with the Board of Management and the Audit Committee
of the Supervisory Board.
74
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Environment
Climate change
We recognize the urgent global challenge to reduce greenhouse gas emissions. We
contribute to this effort by investigating innovative systems and solutions to help reduce
emissions during their entire use phase and by providing a transparent overview of
greenhouse gas emissions as part of our Sustainability Statement. Since 2019, Besi has
reduced its absolute Scope 1 & 2 emissions by 96%. We aim to reach net zero greenhouse
gas emissions in our operations by 2030 incorporating all Scope 1 & 2 emissions. Our long-
term objective is to reach net zero carbon emissions by 2050 in recognition of the global
ecological and societal imperatives caused by climate change. In 2024, we finalized Besi’s
Climate Transition Plan which was approved by our Board of Management and the
Supervisory Board.
Governance
For more detailed information on the Governance of climate-related impacts, risks and
opportunities, please refer to the Governance of sustainability section. Besi’s Board of
Management is responsible for the direction of our sustainability strategy which includes
climate-related issues. In addition, the Supervisory Board ensures that there is an
appropriate level of informational oversight with regards to Besi’s climate-related impacts,
risks and opportunities. The Management Team is engaged to (i) assess climate-related
issues, (ii) develop climate-related initiatives and (iii) monitor and track progress against
Besi’s climate-related targets. In addition to the quantitative targets set for climate
change as outlined in the Targets section and in the Remuneration Report in this Annual
Report, the Board of Management’s remuneration performance objectives include the
assessment of progress against qualitative sustainability criteria such as the:
• Further enhancement of Besi’s environmental, social and corporate governance and
sustainability strategy.
• Preparation for reporting in 2025 based on the CSRD.
• Formulation of a Climate Transition Plan which sets out Besi’s net zero ambitions
including GHG emission reduction targets.
As described in the Basis for Preparation of Sustainability Statement, 30% of the total
non-financial related STI bonus is directly linked to the above mentioned sustainability
performance objectives including specific climate change-related metrics to encourage
plan development and achievement of Besi’s net zero commitment.
Carbon emissions
Reducing Besi’s carbon footprint is a key focus of our sustainability strategy. In reporting
carbon emission levels, we have adopted the standards and methodology set forth by the
Greenhouse Gas Protocol, an independent standard which divides emissions into three
scopes:
Scope 1 emissions
Scope 1 emissions cover direct greenhouse gas (“GHG”) emissions resulting from day-to-
day business activities. This category includes on-site fuel combustion such as gas boilers
as well as manufacturing, transport and fugitive emissions. In the context of Besi’s
operations, Scope 1 emissions include emissions related to the use of fuels such as natural
gas, gasoline and diesel. Natural gas is used in our operations in Austria, Switzerland and
Leshan to heat our buildings. Gasoline and diesel are used as transportation fuels.
Scope 2 emissions
Scope 2 emissions cover indirect GHG emissions which result from the electricity, heat and
steam we purchase from external sources. These emissions include electricity consumption
for our operations globally, centralized heating of our buildings in Besi Netherlands and
the centralized cooling of our buildings in Besi Singapore.
Scope 3 emissions
Scope 3 emissions measure all other indirect emissions outside of Besi’s operations and
across its value chain including emissions from our suppliers and customers. We report on
all material Scope 3 emission categories according to the GHG Protocol methodology.
Between 2019 and 2024, Besi reported fully on Scope 1 & 2 emissions. In addition, we
reported on a limited scope with respect to Scope 3 emissions including the following
categories:
• 3.3 Fuel- and energy-related activities not included in Scope 1 or Scope 2
• 3.4 Upstream transportation and distribution
• 3.6 Business travel
• 3.9 Downstream transportation and distribution
Details on the included and excluded Scope 3 emissions categories are provided in the GHG
emissions accounting methodology section.
75
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
In 2024, Besi examined the materiality of all other Scope 3 emission categories and made
progress with data collection processes and methodologies so that we could report an
expanded GHG inventory. This led to the data collection for the following additional Scope
3 emission categories which were deemed material:
• 3.1 Purchased Goods and Services
• 3.2 Capital Goods
• 3.5 Waste Generated in Operations
• 3.7 Employee Commuting
• 3.11 Use of Sold Products
• 3.12 End-of-Life Treatment of Sold Products
Details on the included and excluded Scope 3 emissions categories are provided in the
section GHG emissions accounting methodology.
While reducing emissions from our own operations is mostly within our direct control, our
Scope 3 emissions objectives require action throughout our value chain. Implementing
low-carbon initiatives across our value chain requires collaboration with our suppliers,
customers and other stakeholders to reduce the overall footprint of the sector. A
significant portion of our Scope 3 emission reduction targets can be realized through the
transition of our value chain partners, customers and suppliers to renewable energy
sources. We aim to decarbonize our value chain through the implementation of different
decarbonization initiatives in our upstream and downstream value chain and through our
own operations.
Climate Transition Plan
The Climate Transition Plan outlines our roadmap for investment in climate impact
reduction and the implementation of energy efficiency and renewable energy projects
throughout Besi’s operations. In addition, we will continue to engage and cooperate with
our supply chain to reach Besi’s climate-related goals including the reduction of our
upstream impact and implementation of sustainable design concepts to improve the
downstream impact of our equipment.
We continuously review our climate-related performance and strategy, set more ambitious
targets and seek to expand the scope of our climate-related reporting. Besi considers its
strategy and targets to be compatible with the transition to a sustainable economy,
limiting global warming to 1.5°C in line with the Paris agreement. To this end, based on the
“SBTi Services Criteria Assessment Indicators” report Version 1.3, we aligned our short-
term targets with the following SBTi criteria:
• Absolute reduction targets for Scope 1 & 2 emissions are eligible when they are at least
as ambitious as the minimum of the approved range of emissions scenarios consistent
with the 1.5°C goal. For base years after 2020, the absolute emissions reduction must
meet the minimum reduction value over the target period: Minimum value for absolute
reduction target = 4.2% x (Target year minus 2020).
• At a minimum, near-term Scope 3 targets (covering total required Scope 3 emissions or
individual Scope 3 categories) shall be aligned with methods consistent with the level of
decarbonization required to keep the global temperature increase well-below 2°C
compared to pre-industrial temperatures. For base years 2020 or later, the timeframe
ambition (i.e., ambition from the base year to the target year) for absolute percentage-
based emission reduction targets must be, at a minimum, aligned with the well-below
2°C ambition threshold: Minimum value for absolute contraction target = 2.5% x (Target
year minus 2020).
Given the above SBTi criteria, we conclude that the following targets for our Scope 1 & 2
emissions are consistent with the 1.5°C goal, specifically:
• Besi’s target of a 62% reduction in Scope 1 & 2 emissions by 2024 which was set in 2022
and relative to a 2021 baseline year.
• Besi’s target of net zero Scope 1 & 2 emissions by 2030 which was set in 2023 and based
on the progress we made toward reaching our 2024 target.
Our long-term objective is to reach net zero Scope 3 emissions by 2050 in line with the goal
of reaching climate neutrality by 2050 as established in the European Climate Law with
the aim of limiting global warming to well-below 2°C. We may consider reviewing our long-
term net zero ambition based on the granularity of GHG emission data from our suppliers
and the success of our decarbonization initiatives. In 2024, we made significant progress
in the assessment of Scope 3 emission measurement and the development of a Climate
Transition Plan for our Scope 3 emissions.
In addition, Besi is not excluded from the EU Paris-aligned Benchmarks ensuring that our
business model and strategy align with the achievement of climate neutrality by 2050 and
limiting global warming to 1.5°C as per the Paris Agreement.
Scope 1 & 2 emission decarbonization levers
Besi’s Scope 1 & 2 emissions aggregated 349 tCO₂eq in 2024 with Scope 1 emissions
representing 165 tCO₂eq (47%) and Scope 2 emissions representing 184 tCO₂eq (53%). Since
2019, Besi has achieved a 96% reduction in absolute Scope 1 & 2 emissions and outperformed
targets set for both 2022 and 2024. Our decarbonization levers detail the actions planned
to reach our net zero Scope 1 & 2 emissions target by 2030.
76
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
The largest planned reductions in Scope 1 & 2 emissions will be achieved through the
purchase of renewable energy sources (97% of total potential Scope 1 & 2 emissions). The
remaining 3% of emission reductions will result from (i) the replacement of natural gas by
renewable energy sources for the heating of buildings, (ii) increased energy efficiency and
(iii) the transition to electric vehicles or vehicles using sustainable fuels.
SCOPE 1 & 2 EMISSION REDUCTION LEVERS*
100%
90%
80%
70%
60%
50%
40%
30%
20%
10%
0%
100%
1%
2%
97%
Scope 1 & 2 emissions Green electricity Renewable enery and
energy efficiency
Electric vehicles
* Decarbonization levers are based on the Scope 1 & 2 emissions reported in 2021 (baseline year for our GHG targets).
Scope 1 & 2 emissions relate to emissions owned and controlled by Besi. We implement
sets of measures through our operations globally to reduce our Scope 1 & 2 emissions
including the following key levers:
• Key Lever 1, Purchase and production of renewable energy: We target 100% renewable
energy use in our operations globally by 2030. Since 2022, we have achieved 100%
renewable electricity consumption at our operations across Europe. In 2024, we
intensified efforts to source renewable energy or procure internationally recognized
Renewable Energy Certificates ("REC") for our Asian operations in line with our 2030
renewable energy goals.
• Key Lever 2, Implementation of energy efficiency and renewable energy sources in
heating and cooling solutions: At certain operations natural gas (methane) is used as a
fuel source for heating buildings. We strive to fully replace natural gas usage at our
operations with renewable energy sources by 2030. Where feasible, we will implement
renewable energy solutions to reduce emissions associated with the heating and/or
cooling of our buildings such as were achieved over the course of 2023 and 2024 at our
Austrian operations. We also successfully implemented a new, more energy efficient AI
heating and cooling solution at Besi Netherlands.
Groundwater heat pump project at Besi Austria
During 2023, we invested in a groundwater heat pump at Besi’s Radfeld, Austria facility
to replace natural gas usage for its central heating system. The project’s aim was to fully
substitute gas usage with renewable heat generation and to reduce gas usage on an
annual basis by approximately 50,000 m³, or approximately 100 tCO₂eq emissions. In
2024, the heat pump was adapted to a closed loop water system in order to cool Besi’s
machines and prevent heat buildup which could cause devices to break down or
malfunction. The project became operational in 2024 and led to a reduction in gas usage
of 36% versus 2023. The project will lead to a 100% reduction in gas usage at Besi’s
Radfeld, Austria facility once the groundwater heat pump is fully operational.
Implementation of energy efficiency projects
We continuously design and implement energy efficiency projects for our operations
which includes the thermal insulation of buildings, smart heating and cooling and LED
lighting. Such low-cost projects result not only in reduced energy consumption and GHG
emissions but also create a more comfortable working environment for our employees. A
typical example was implemented in 2024 at our Netherlands operations:
Energy management software in Duiven, the Netherlands
In May 2024, an AI-powered heating and cooling system was installed at our Duiven
location in the Netherlands. The installation of this system already established a 38%
reduction in heat consumption in 2024 versus 2023. It is anticipated that such energy
savings will increase in 2025 as the system will be operational for a full year and will
have data from 2024 with which to facilitate further improvements.
• Key lever 3, Transition to electric vehicles or vehicles operating on sustainable fuels:
About 1% of Besi’s Scope 1 & 2 emissions are associated with emissions from the use of
transport fuels. We commit to fully replace Besi’s ICE vehicles with EV vehicles by 2030.
To this end, all transportation between Besi Leshan warehouses and factories in 2024
used EV vehicles purchased in 2023 supported further by the installation of electric
charging points.
77
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Locked-in GHG emissions in our own operations
Besi owns and operates the following equipment that could represent locked-in GHG
emissions:
• Natural gas boilers at Besi’s operations in the Netherlands, Switzerland and China and
associated stationary combustion emissions.
• Internal combustion engine company vehicles fueled by petrol or diesel.
Besi’s locked-in emissions in its own operations are not significant. Both of these sources
are already considered and covered by Besi’s carbon emission reduction levers, as described
above.
Scope 1 & 2 emission decarbonization roadmap
Our Climate Transition Plan provides more detail on the short-, medium- and long-term
decarbonization priorities for our own operations. Initiatives to achieve the above
mentioned emission reduction levers have already begun and are expected to be completed
by 2030.
Scope 3 emissions decarbonization levers
Scope 3 emissions represented 99% of Besi’s total GHG emissions accounting for
242,920 tCO₂eq in 2024 as disclosed in the paragraph Metrics of the section Environment.
The two largest Scope 3 emission sources were attributed to Purchased Goods and Services
from Besi’s supply chain (86,188 tCO₂eq) and the downstream Use of Sold Products
(146,167 tCO₂eq) which together represented 96% of Besi’s total emissions in 2024. In
addition, the following material GHG Protocol Scope 3 emission categories represented 3%
of Besi’s total emissions in 2024: Fuel and Energy-related Activities, Upstream
Transportation and Distribution, Waste Generated in Operations, Business Travel,
Employee Commuting, Downstream Transportation and Distribution and End-of-life
Treatment of Sold Products. In 2024, we excluded the Capital Goods category from the
scope of reporting due to the potential risk associated with double counting emissions
also categorized as Purchased Goods and Services (as described in the GHG emissions
accounting methodology section).
Key decarbonization levers for our Scope 3 emissions include the (i) adoption of renewable
energy by our customers, (ii) implementation of sustainable design concepts to reduce
energy consumption of our systems and (iii) engagement with our supply chain to use
renewable energy.
SCOPE 3 EMISSION REDUCTION LEVERS*
100%
90%
80%
70%
60%
50%
40%
30%
20%
10%
0%
48%
100%
-97%
Upstream and
downstream emissions
Downstream adoption
of renewable energy
Supply chain adoption
of renewable energy
Supply chain
sustainable design
Supply chain
procurement
Low-carbon
transportation
Other
measures
12%
25%
5%
5%
2%
3%
Downstream
sustainable design
* Decarbonization levers are based on the Scope 3 emissions assessment conducted in 2024.
Scope 3 emissions occur indirectly from Besi’s owned and controlled operations through
our upstream and downstream value chain. As such, Besi’s Scope 3 emissions
decarbonization levers are focused on partnership programs with our suppliers and
customers to facilitate emission reductions:
• Key Lever 1, Reduction of downstream emissions through the adoption of renewable energy
by our clients: Downstream emissions from product use represent the largest portion of
our Scope 3 emissions. As a result, the achievement of Besi’s decarbonization objectives
significantly depends on our customers’ decarbonization activities and renewable energy
adoption. Many of our customers already have stringent climate policies in place, utilize
renewable energy and have set ambitious decarbonization targets. We will therefore
focus on the implementation of innovative solutions to track and verify our customers’
renewable energy usage. In addition, we will encourage and motivate customers still
considering the adoption of renewable energy by means of partnerships through industry
associations and global decarbonization initiatives. Further, we implemented accounting
metrics in 2024 to better measure downstream emissions related to the use of our
systems. Over the medium-term, we will work to improve the granularity of this
assessment and formulate tangible emission reduction targets for this decarbonization
lever.
78
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
In 2023, Besi increased its focus on sustainable design initiatives related to energy
consumption and greenhouse gas emissions. Toward this end, we developed an initiative
named Design-to-X as part of our strategic plan review. This initiative combines the
Design-to-Cost and Design-to-Sustainability concepts to identify sustainability
improvement opportunities in all product groups while reducing the cost of many mature
die attach and packaging platforms. More specifically, the review analyzed the ways Besi
could reduce its greenhouse gas emissions and energy use and minimize the carbon
footprint for its end-users while increasing product performance and efficiencies in
design, procurement and operations. In 2024, we developed certain key deliverables
utilizing Besi’s existing sustainable design engineering efforts and plan to engage with
those customers who could derive the greatest value from such initiatives. Key
deliverables of the “Design-to-X” initiative include energy consumption reductions
across four main Die Attach product groups. Per product group, separate reduction
targets have been set for our systems.
Design-to-X initiative
Besi’s Design-to-X initiative combines the Design-to-Sustainability and Design-to-Cost
concepts to identify energy consumption, material usage and other improvement
opportunities in all product groups while reducing the cost of many mature die attach
and packaging platforms.
Implementation of sustainable design concept
In 2021, we launched several sustainable design initiatives focused on design-to-cost,
quality and sustainability. Such initiatives were focused on upgraded versions of our
mainstream die bonding product lines as well as new wafer level assembly platforms
such as hybrid bonding and next generation TCB systems.
• Key Lever 2, Adoption of renewable energy in our supply chain: Emissions in our supply
chain is the second largest category of Besi’s Scope 3 emissions. Under this lever, the
reduction of associated GHG emissions is dependent on the adoption of renewable
energy by our suppliers. As such, we will create partnership programs with our suppliers
focused on incentives to motivate implementation of renewable energy projects or the
procurement of renewable energy. Many of our suppliers are located in Asia where the
supply of renewable energy is not as readily available as in Europe. For such suppliers we
will focus on opportunities to (i) build their renewable energy capacity, (ii) create
strategic partnerships focused on the decarbonization of their operations and (iii)
procure renewable energy via internationally recognized instruments such as RECs.
During 2024, we collected Scope 3 emissions data for purchased goods and services in
our supply chain and plan to improve the granularity of this assessment so we can set
targets for renewable energy adoption in our supply chain.
• Key Lever 3, Procurement of low-carbon products and services: We engage with our
suppliers via questionnaires and site visits to assess their carbon footprint. This helps
us (i) categorize our suppliers based on their carbon footprint, (ii) develop a supply chain
engagement strategy which prioritizes suppliers with relatively more carbon-intensive
operations and (iii) focus on the reduction of GHG emissions. The procurement of low-
carbon products and services and our sustainable design initiative are aligned to identify
sustainable design opportunities for the usage of low-carbon products and materials in
Besi’s system production. In the next few years, we aim to develop sustainable
procurement solutions and to create emission reduction targets for this decarbonization
lever in light of our ambition to reach net zero emissions across all scopes by 2050.
Design-to-Sustainability
Circular Design
For existing/future systems
Optimize across multiple
sustainability metrics
(e.g., carbon emissions, water
use, electricity)
Design-to-X
Combination of Design-
to-Cost and Design-
to-Sustainability
Design-to-Value
Maximizing value for
customers
• Introduce Design-to-
Sustainability (focusing
on sustainability metrics)
• Embed Design-to-X in
development process
• Set up requisite
engineering capabilities
and resource allocation
• Continue reducing total
cost of ownership for die
bonding and packaging
systems
Design-to-Cost
Cost-Efficient-Design
Priority in new product
development
Cost-Down-Engineering
Reduce total cost of
ownership
Optimizing for cost
Optimizing for sustainability
79
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Our engagement with the supply chain in 2024
In 2024, 80 suppliers were responsible for approximately 80% of Besi’s total purchasing
volume. As a result, we established a risk map matrix to assess the importance,
reliability, financial condition and sustainability of all suppliers on a regular basis. Besi
evaluates suppliers by means of its QBR process under which we regularly conduct
performance reviews and key supplier audits. Engagement with suppliers also resulted
in additional progress on sustainability topics in 2024. Specifically, Besi integrated
sustainability criteria into its QBR scorecard and assigned such criteria a 10% weighting
in the final performance review of the year.
• Key lever 4, Low-carbon transportation: This lever focuses on the reduction of emissions
associated with upstream and downstream transportation. Our key initiatives to reduce
such emissions include:
• Optimization of the transport and logistics of our systems.
• Selection of low-carbon transportation types where possible.
• Assessment of options to use sustainable fuels.
• Development of innovative solutions with logistics services providers and operators.
Besi’s continuous efforts to optimize transportation emissions have led to the adoption
of sustainable transportation wherever possible. Besi monitors upstream and
downstream transportation on a quarterly basis to measure the effect of transportation
on our Scope 3 emissions and to help reach our net zero emissions target across all
scopes. Our first Scope 3 emissions target set in 2022 already included upstream and
downstream transportation as well as business travel based on limited GHG Protocol
categories. Please refer to section Targets for further details. In the next few years, we
aim to develop low carbon transportation solutions and to create emission reduction
targets for this decarbonization lever in light of our ambition to reach net zero emissions
across all scopes by 2050.
• Key lever 5, Other solutions to reduce Scope 3 emissions: Other solutions include e.g.
projects focused on increasing granularity of supply chain emissions data, increasing
waste recycling and reuse, procuring sustainable solutions for waste processing.
Locked-in GHG emissions related to the use of our products
Our systems are powered by electricity at our customers’ operations. The use of our
systems represents the largest category of Besi’s Scope 3 emissions and has the largest
impact on climate change. We do not expect significant locked-in GHG emissions from the
use of our products on a long-term basis but remain proactive in our approach to ensure
Scope 3 emissions reduction. Further, we aim to set up innovative solutions and partnership
programs with our customers, industry associations and global decarbonization initiatives
to encourage their use of renewable energy. Our Design-To-X initiative will also help reduce
the GHG emissions and energy use associated with our equipment. Our objective is to
minimize the carbon footprint of our end-users while increasing Besi’s product performance
and design, procurement and operating efficiencies.
Scope 3 Emission decarbonization roadmap
Our Climate Transition Plan provides more detail on the short-, medium- and long-term
decarbonization priorities for our value chain emission reductions. Initiatives to achieve
such emission reduction levers have already started and are expected to be completed by
2050 in line with our net zero emission ambitions.
Decarbonization CapEx and OpEx
We aim to allocate the appropriate level of CapEx towards the Scope 1 & 2 and Scope 3
emission decarbonization levers in order to achieve Besi’s GHG emission reduction
milestones and targets. CapEx associated with the Scope 1 & 2 emission decarbonization
levers include the implementation of renewable energy and energy efficiency projects, as
well as the purchase of electric vehicles to replace internal combustion engine vehicles
throughout our operations. In addition, OpEx required for the reduction of Scope 1 & 2
emissions includes the purchase of renewable energy or renewable energy certificates.
Further, Besi did not have significant CapEx related to coal, oil or gas-related economic
activities during 2024 as it does not operate in the coal, oil or gas sector.
CapEx associated with the Scope 3 emission decarbonization levers include the
implementation of Besi’s Sustainable Design initiative. OpEx related to such levers will
include the development of partnership programs with Besi’s suppliers and customers to
enhance their use of renewable energy and the implementation of energy efficiency and
renewable energy projects in their operations.
In 2024, progress was made in identifying the key decarbonization levers necessary to
achieve Besi’s climate-related goals. Moving forward, there are plans to further develop
the Climate Transition Plan by disclosing the expected investments required over the
short-, medium-, and long-term in alignment with Besi’s financial reporting.
Transition plan alignment with overall business strategy and financial planning
The integration of the Climate Transition Plan into Besi’s business strategy has become
increasingly important as we navigate the impacts, risks and opportunities posed by
climate change. Besi’s Climate Transition Plan is aligned with our overall business strategy
and we aim to align it with financial planning across multiple dimensions:
• Alignment with corporate vision and risk management: Besi's strategy emphasizes long-
term growth, innovation and market leadership. Our Climate Transition Plan supports
these objectives by identifying how sustainability and climate resilience can drive
competitive advantages for our business. In addition, we assess climate-related risks as
part of our strategic planning including climate-related regulation, physical risks from
extreme weather and sustainability-related market preferences and prepare responses
to such risks.
80
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
• Market positioning and competitiveness: We seek to obtain a competitive advantage and
therefore long-term value creation by ensuring our business is fully transparent with its
stakeholders and by optimizing the sustainable product design. In addition, climate
considerations drive innovation in our business which leads to the development of new,
sustainable products and initiatives such as Design-to-X. We also explore opportunities
available in green technologies, renewable energy and sustainable supply chains.
• Operational efficiency: We strive to improve resource efficiency, reduce waste and
optimize energy use, all of which can lower operational costs. In addition, the integration
of climate strategies into our supply chain can help us mitigate risks associated with
disruptions from climate-related physical risks and help ensure the timely delivery of
critical components.
• Regulatory compliance and policy alignment: Besi’s Climate Transition Plan aids
compliance with regulatory requirements by proactively adopting practices in alignment
with emerging climate policies and regulations. It also helps us engage with stakeholders
including governments, investors and communities which increasingly expect business
participation in climate solutions.
• Long-term financial performance: Investors increasingly prioritize sustainability and
climate performance criteria in their decision-making process. We believe that our
business can be more resilient to market fluctuations such as shifts in consumer demand
towards sustainable products by taking a more strategic approach to climate transition.
• Corporate governance and accountability: We actively involved the Board of Management
and the Management Team in the development and implementation of our Climate
Transition Plan to help ensure that climate goals were embedded in our decision-making
processes. We set clear metrics and reporting mechanisms aligned with broader business
performance indicators to help ensure transparency and accountability.
• Organizational impact: Embedding climate considerations into Besi’s business strategy
helps us enhance employee engagement by fostering a sense of purpose and alignment
with broader environmental goals.
Climate-related risks and opportunities
Climate change mitigation and energy and renewable energy were identified as material
topics in the Double Materiality Assessment section. In addition, we have detailed in the
Carbon Emissions and the Gross Scopes 1, 2, 3 and total GHG emissions sections the
process by which Besi measures its impact on climate change. When conducting our
Double Materiality Assessment, Besi used a range of information and data to inform its
decision making process such as the climate scenario analysis which was performed in
2022.
The scenario analysis was used to identify and assess the potential impact of climate
physical and transition risks on our business and, in part, to strengthen the resilience of
Besi’s sustainability strategy moving forward. Intergovernmental Panel on Climate Change
(“IPCC”) warming scenarios were utilized to build Besi-specific scenarios which allowed us
to identify climate-related hazards including a high emissions climate scenario (as detailed
by the Business-as-usual scenario below). Besi focused on the Representative
Concentration Pathways ("RCPs") developed by the IPCC to model the net increase in
warming of Earth's atmosphere under different greenhouse gas emissions concentration
scenarios, specifically RCP8.5, RCP6.0 and RCP2.6. Subsequently, three qualitative
transition scenarios were drafted from existing scenarios and trends and then combined
with three warming scenarios from 2020 to 2100:
• Business-as-usual
RPC8.5 – Extremely high emissions scenario with the global mean temperature expected
to rise by 4.3°C (3.2 - 5.4°C) by the end of the 21
st
century. This scenario assumes a high
dependence on fossil fuels and no policy-driven mitigation. Socio-economic assumptions
in this scenario include:
• Limited impact of emissions performance on Besi’s reputation and market value.
• Available technologies do not have the capability for large scale emissions reduction.
• Reduced investment in new technologies due to high costs and limited public sector
incentives.
• Delayed transition
RPC6.0 – High emissions scenario with global mean temperature expected to rise by
2.9°C (2.0 - 3.8°C) by the end of the 21
st
century assuming emissions peak around 2080
and decline thereafter. Socio-economic assumptions in this scenario include:
• Inconsistent regulation.
• Uneven impact of emissions performance on Besi’s reputation and market value.
• Reduced demand in geographies with high vulnerability and exposure to climate risks.
81
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
• Net zero
RPC2.6 – A stringent pathway with a large regulatory push. The development of new
technologies increases the probability of keeping global temperature growth below 2°C
by 2100 with the global mean temperature expected to rise by 1.6°C (0.9 - 2.4°C) by the
end of the 21
st
century. Socio-economic assumptions in this scenario include:
• Strict regulation.
• Large impact of emissions performance on Besi’s reputation and market value.
• High interest by customers in more energy efficient/lower emission products which
impacts purchasing decisions.
To assess the climate implications of the above scenarios we applied the following time
horizons:
• Short-term (0-1 year): in line with the annual financial reporting.
• Medium-term (period up to 2030): this period is considered the timeframe for major
product and market trends in alignment with our five-year strategic planning cycle and
medium-term target to achieve net zero greenhouse gas emissions in our operations by
2030.
• Long-term (2030-2050): this time horizon helps capture the commitments made by
national and regional governments such as the European Green Deal goal to reach
climate neutrality by 2050, the potential long-term physical risks associated with
climate change and Besi’s ambition to reach net zero emissions across all scopes by
2050.
This climate scenario analysis consisted of three components:
1. Scenario analysis of physical climate risks for Besi’s global office, R&D sites and
manufacturing locations.
2. Qualitative scenario analysis of transition climate events for Besi’s operations and
supply chain.
3. Assessment of Besi’s resilience to identified climate-related risks and opportunities.
1. Scenario analysis of climate-related physical climate risks for Besi’s global office, R&D
sites and manufacturing locations
We conducted physical climate risk assessments for 12 countries, including those where
Besi and key suppliers have operations, using the three different IPCC warming scenarios
outlined above. We analyzed five different climate risk indicators under the three scenarios
identified above using the Climate Impact Explorer tool:
• Change in air temperature (°C) relative to the reference period 1986-2006.
• Fraction of population annually exposed to heatwaves (%) relative to the reference
period 1986-2006.
• Fraction of population annually exposed to wildfire (%) relative to the reference period
1986-2006.
• Annual expected change in damage from river flood (%) relative to the reference 2005
US dollar value.
• Annual expected change in damage from cyclones (%) relative to the reference 2005
US dollar value.
In the described scenarios, Besi assessed the potential physical risks and increased
likelihood associated with the following climate-related hazards at the country-level for
all of Besi’s assets and operations over the short-, medium- and long-term: (i) temperature-
related (air temperature risk and exposure of population to heatwaves), (ii) wind-related
(annual expected damage from cyclones) and (iii) water-related (damage from river
flooding).
Across the three most relevant physical climate risk indicators (temperature change,
flooding, and storms/cyclones), the magnitude of impacts generally maintained a net
increase in warming when comparing RCP2.6, RCP6.0, and RCP8.5. Results in such climate
scenarios varied across risk indicators and locations. Generally, risk is projected to increase
non-linearly with time across all locations analyzed. The rate of increase in climate risk for
economic damages expected from cyclones and river floods show non-linear trends while
mean annual air temperature shows a more linear pattern across scenarios with variation
among sites.
Besi’s most critical gross physical climate risks are currently located at its Leshan, China
and Malaysian assets and operations. In addition, Besi’s assets and operations in North
America (Arizona), Austria and Switzerland should experience high levels of warming by
2050. The primary physical risk categories affecting Besi’s operations and supply chain in
China and Malaysia are river floods, heatwaves and increased mean air temperature levels.
As flooding, heatwaves and mean air temperature levels increase in frequency and
intensity, assets and operations in high-risk areas may likely see more frequent disruptions
and increased insurance premiums.
In response to such gross physical risks, actions were undertaken at Besi assets with the
largest potential exposure. For example, we implemented measures at our Malaysian
production sites to increase Besi’s climate resilience in the event of flooding. In addition,
Besi’s Leshan production site is undergoing an effort to safeguard its electricity supply in
the event of blackouts such as those caused by heatwaves. As heatwaves potentially
become more commonplace, the potential frequency of grid stress also increases, making
our mitigation efforts even more important. Further, Besi Austria also invested in flood
defenses in 2024 to help mitigate any potential flood risk to its operations. In the event of
a business disruption, both Besi’s production sites and office/R&D locations could be
adversely affected.
Besi has not identified assets nor business activities that are incompatible with or need
significant efforts to be compatible with a transition to a climate neutral economy.
82
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
2. Qualitative scenario analysis of transition climate events for Besi’s operations and
supply chain
We also assessed our exposure to climate-related transition events included in the
following TCFD categories: Policy and Legal, Technology, Market and Reputation.
Specifically, Besi assessed how its business activities may be exposed to such climate
transition events creating gross transitions risks or opportunities. Besi made assumptions
about the likelihood of pressure from regulators in such scenarios to: (i) comply with
disclosure requirements, (ii) reduce carbon emissions, (iii) increase energy efficiency and
(iv) improve technology performance. As described above, the Net-zero scenario identified
climate-related transition events in a scenario which limited global warming to 1.5°C with
no or limited overshoot.
In addition, we assessed the likelihood of stakeholder perceptions related to climate
change, specifically how investors, customers and suppliers would react to the implications
of the different scenarios and whether additional investment costs would be required to
bring our assets, manufacturing operations and research and development goals in line
with stakeholder expectations and regulatory requirements. Such assumptions allowed us
to qualitatively analyze the potential impact of these expectations and requirements on
Besi’s value and reputation across different geographies. In addition, demand for
semiconductor technologies that support renewable energy products and vehicle
electrification was also considered as a potential business opportunity.
Set forth below is a table which summarizes the results of the transitional risk assessment.
CLIMATE-RELATED RISKS
Category of climate risk Climate risk drivers Main affected time horizon
Transition risk Policy and
legal
• Local, state, regional and national regulatory pressure to set more strict energy efficiency and emissions
intensity targets for Besi and our value chain.
Medium – long
Technology
• Uncertainties that surround the development and implementation of carbon reduction and energy efficient
technologies for our systems.
Medium – long
Market • Uncertainty about the sustainability of sourcing and refining materials essential to Besi’s products. Short – medium – long
Reputation • Besi will be required (or strongly pressured) to use the Company’s sustainability performance as a key
consideration in investment or partnership decisions.
Short – medium – long
3. Assessment of Besi’s resilience to identified climate-related risks and opportunities
After having identified the climate-related risks and opportunities from the scenario
analysis, Besi reviewed the resilience of its strategy to climate-related risks and
opportunities in 2024 by means of interviews with the Board of Management and
Management Team using our 2022 scenario analysis. The assessment considered the
numerous strategic initiatives already in place to ensure that our strategy and business
model are able to manage and adapt to the climate-related risks and opportunities in our
value chain. To this end, the resilience analysis considered several of our current strategic
initiatives:
• Governance of climate-related risks and opportunities: The Board of Management is
responsible for defining and achieving Besi’s climate-related strategy and objectives
with day-to-day responsibility residing with the SVPs and facility management in their
respective departments. The Board of Management and Management Team members
responsible for product groups and operations have climate-related performance
objectives included in their variable compensation structure.
• Sustainability policy and Climate Transition Plan: Besi has developed a Sustainability
policy which defines its targets and ambitions with respect to climate change and the
environment. The Climate Transition Plan specifically outlines how Besi intends to meet
such goals.
83
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
• Internal control and risk management: As described in the Internal controls over
sustainability reporting section, Besi has incorporated climate-related impacts, risks
and opportunities into its internal control and risk management system to manage and
mitigate risks. In addition, we have conducted (i) a climate risk assessment as part of our
Double Materiality Assessment, (ii) a climate scenario analysis and (iii) stakeholder
engagement to understand which risks and opportunities are most relevant to our
stakeholders.
• Risk mitigation: As outlined in our Climate Transition Plan, Besi has implemented various
measures across its value chain including energy efficiency initiatives, renewable energy
adoption, collaboration with our suppliers and the implementation of a Design-to-X
concept focused on the resource efficiency of our systems.
• Sustainability reporting framework: Besi started collecting GHG emission data in 2014
and initiated quarterly sustainability reporting in 2019 with assigned responsibilities
across its global operations. Besi also continuously enhances its sustainability
methodology and data collection to identify all material impacts for inclusion in its
reporting. For instance, we worked to enhance the granularity of our Scope 3 emissions
data in 2024. In addition, aspects of our 2021, 2022 and 2023 ESG Reports were verified
by EY Accountants B.V., an independent auditor, which provided limited assurance on
Besi’s Sustainability Statement included in this Annual Report. Their assurance report is
included in Other Information.
Besi is considered well prepared for the Business as Usual and Delayed Transition scenarios
due to its commitment to reduce overall carbon emissions, its engagement with investors
and annual disclosures regarding climate mitigation. However, the assessment also
indicated that Besi could make further progress with respect to its climate-related goals
by pursuing SBTi-certified targets, improving its energy and carbon emissions data tracking
efforts and further integrating the Climate Transition Plan into our overall business
strategy. Therefore, the conclusion from the Net zero scenario was that Besi’s Scope 1 & 2
emissions will naturally fall over time as utility grids move to 100% renewable energy
sources given emissions reduction requirements across all sectors (including utilities and
buildings) in alignment with the Paris Agreement. Further, once the electricity grid
decarbonizes, Besi will consider using recognized solutions such as carbon capture
technologies to reduce outstanding GHG emissions which could not otherwise be reduced
through improved infrastructure or operations. Furthermore, our assessment concluded
that an increase in global temperatures below 1.5°C will lead to only a minor increase in
Besi’s exposure to climate-related physical risks and less drastic increases in insurance
premiums.
The assessment considered Besi’s strategy and business model to be resilient against
climate-related risks across all three climate scenarios. However, there are opportunities
for Besi to further improve its resilience to regulatory, reputational and technology-related
climate risks:
RCP8.5/Business-as-usual RCP6.0/Delayed transition RCP2.6/Net-zero
Physical
climate risks
• Increased acute risk of flooding and heatwaves affecting manufacturing operations
and supply chain.
• Potential for additional disruption to offices and production sites.
• Impact of flooding and heatwaves on manufacturing
already being observed.
Transition
climate risks
• Well prepared for policy/legal risks.
• Low potential exposure to carbon pricing.
• Relatively little pressure from customers
on product efficiency.
• Uncertain customer behaviour and consumer
preferences.
• Low potential exposure to carbon pricing in the short
term. High exposure in the long term.
• Uneven pressure on product efficiency.
• Greater potential exposure to policy/regulatory risks.
• More potential reputational risk if not net-zero.
• More significant transition costs.
• Higher potential exposure to carbon pricing.
Transition
opportunities
• Increased resilience against climate and
weather impacts.
• Energy and resource efficient product design.
• Incorporate renewable technologies.
• Drive decarbonization of upstream supply chain.
• Improve energy efficiency and associated energy costs.
• Opportunity to drive customer emissions reduction.
84
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
We plan to further evaluate such risks and their associated business impacts in a more
comprehensive manner in future years.
Climate change-related policies
Besi’s Sustainability policy and Climate Transition Plan both address several aspects of
climate change mitigation and energy use. The Sustainability policy outlines our climate
ambitions and key strategic objectives. However, the Climate Transition Plan provides a
more detailed GHG emissions action plan and the key levers to be used to achieve
decarbonization in Besi’s operations as well as its upstream and downstream value chains.
Besi’s Sustainability policy aims to bolster our long-term value creation model while
conducting our business in a sustainable way respecting both the environment and society.
The policy also aims to address our material impacts, risks and opportunities related to
climate change, specifically climate change mitigation and energy and renewable energy
(which includes energy efficiency and renewable energy deployment). Our climate-related
policies do not cover climate change adaptation as it was not deemed material by the
Double Materiality Assessment.
The Sustainability policy has been approved by Besi’s Supervisory Board. It applies to
Besi’s activities across all geographies and provides a strategic view of our management
activities with respect to the environmental, social and governance aspects of our
business, operations and value chain. Besi’s policy is publicly available on our corporate
website for the benefit of all stakeholders.
In our Sustainability policy, we commit to monitor our environmental performance across
material topics through various KPIs. We are passionate about reducing the environmental
impact of our operations and products across our whole value chain in alignment with both
stakeholder expectations and environmental laws and regulations. We engage with our
suppliers to create awareness of our objectives and activities and to implement
environmental-related initiatives. We set ambitious targets for our own operations and
make employees aware of Besi's environmental initiatives and rationale for undertaking
such activities. We also strive to reduce the environmental impact of our products at our
customers’ operations by implementing sustainable design concepts in the design and
development of our systems. We intend to communicate and engage on a periodic basis
with shareholders, suppliers, customers, employees and local communities and societies
about environmental issues.
Besi aligns its Sustainability policy with the Paris Agreement and focuses on the following
climate-related topics found to be material throughout our value chain:
Climate change mitigation
Our goal is to achieve net zero emissions in our operations and upstream and downstream
value chains. Besi’s objective is to achieve net zero greenhouse gas emissions in its
operations by 2030 incorporating Scope 1 & 2 emissions. We aim to continuously monitor
the impact of climate change on our business through regular assessments of our specific
climate change physical and transition risks. We intend to address such risks through the
implementation of risk-mitigating strategies, policies and action plans.
Energy efficiency and renewable energy deployment
Our energy use and emissions reduction strategy is based on the following principles:
• Increasing energy efficiency and reducing energy consumption in our operations.
• Producing our own renewable energy or using renewable energy exclusively wherever
available.
• Using market instruments to cover or compensate emissions that cannot be avoided or
when the usage of renewable energy is not feasible.
• Applying the concept of sustainable design to our products to improve their energy
efficiency. This is one of our key priorities as we seek to enhance future growth with a
lower environmental impact.
• Engaging our suppliers to improve their energy efficiency and reduce Besi’s supply chain-
related greenhouse gas emissions.
Climate change actions and resources
Besi’s Sustainability policy and Climate Transition Plan set out the strategic direction of
our action on climate change actions. Each product group and operational site has
developed its own action plan based on such policies. At corporate level, key actions and
resources related to climate change are listed in the table below. Our actions also seek to
provide remedies for the actual negative material impacts on climate change resulting
from our operations and value chain.
85
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Policy/action
plan
Key actions Scope Time
horizon
Year of
completion
Description Progress Allocated
resources
Financial
resources
Sustainability
policy
• Continuously monitor our climate
impact.
• Assess physical and transition risks.
• Reduce energy consumption,
produce/use renewable energy.
• Use market instruments to
compensate emissions if renewable
energy is not available.
• Implement sustainable design
concept.
• Improve efficiency in supply chain.
Value
Chain
2021*-
2050
2050 Our Sustainability
policy sets key
strategic actions to
achieve net zero
emissions in our
operations by 2030 and
net zero emissions in
our upstream and
downstream value
chains in 2050.
• Climate impact data has been
monitored and publicly reported
since 2019.
• Climate risks assessed in 2022 as
described in the Climate risks and
opportunities section.
• 97% reduction in Scope 1 & 2
emissions achieved due to use of
renewable energy or renewable
energy certificates.
• Several sustainable design initiatives
launched starting in 2021 as described
in the Climate Transition Plansection.
• Several initiatives started to improve
sustainability of supply chain as
described in the Climate Transition
Plan section.
Corporate
sustainability
team to produce
guidance and
track
performance
Internal control
team to track
performance
through internal
control system
Operations,
including
management,
technical
teams, HR and
sustainability
teams
External
consultants and
advisors to
support the
development
and
implementation
of specific
sustainability
topics
Financial
resources
allocated to
Besi’s
Climate
Transition
Plan.
Climate
Transition
Plan
• Increase granularity of supply chain
emissions data.
• Increase adoption of renewable
energy in the supply chain.
• Develop procurement of low-carbon
products and services.
• Reduce carbon-intensive supply
through sustainable system design.
• Contract green electricity to ensure
100 % renewable energy consumption
for own operations.
• Use EVs instead of ICE vehicles.
• Increase energy efficiency of our
products.
• Engage with customers to enhance
the use of renewable energy.
• Implement other solutions to reduce
downstream emissions.
Value
Chain
2021*-
2050
2050 Our Climate Transition
Plan sets key
decarbonization levers
to be implemented in
the short-, medium-
and long-term to
achieve net zero
emissions in our
operations by 2030 and
net zero emissions in
our upstream and
downstream value
chain by 2050.
• Launched supplier sustainability
scorecard and several supplier
engagement initiatives as described
in the Climate Transition Plan.
• Implementation of sustainability
performance ratings for
approximately 50 % of Besi’s
purchasing volume.
• 97% reduction in Scope 1 & 2
emissions achieved due to use of
renewable energy or renewable
energy certificates.
• Purchased EV vehicles to replace ICE
vehicles in Besi Leshan.
• Developed an action plan to reduce
energy consumption in die attach
platforms by 10% by 2027.
• Expanded accounting and reporting
of Scope 3 categories.
* All targets are based on 2021 baseline levels.
86
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
We have detailed Besi’s expected GHG emission reductions per key decarbonization lever
in the Climate Transition Plan. The key climate-related actions for Scope 1 & 2 emissions
undertaken this reporting year per decarbonization lever include:
• Key lever 1, Purchase and production of renewable energy: Procurement of renewable
energy in Asian operations led to a total increase of renewable electricity from 71% in
2023 to 99% in 2024, which led to a reduction in Besi’s Scope 2 emissions of 4,776 tCO₂eq
(93%).
• Key lever 2, Implementation of renewable energy sources in heating and cooling
solutions: During 2023, we invested in a groundwater heat pump at Besi’s Austrian
facility in Radfeld to replace natural gas usage for its central heating system. The project
became operational in 2024 and led to an emission reduction of 31 tCO₂eq relative to
2023 (36% reduction). In addition, an AI-powered heating and cooling system was
installed at our Duiven location in the Netherlands. The installation of this system
established a 38% reduction in heat consumption relative to 2023.
Besi is in the process of calculating the associated emissions reductions as more granular
detail regarding some categories of Scope 3 emissions only started to be collected in 2024.
We have described in our Climate Transition Plan the key actions planned as well as the
expected GHG emission reductions to be achieved. Actions taken in 2024 with respect to
Scope 3 emissions reductions included:
• Engagement with suppliers through self-assessment questionnaires and supplier audits
as to their environmental footprint.
• Establishment of an energy consumption baseline for Besi’s product lines and energy
reduction plans for four die attach systems which will be implemented in 2025.
• Achievement of a 6.9% energy consumption reduction in a Die Attach product line.
We allocate all financial and other resources required to achieve our decarbonization
targets. We review our policies and progress against targets annually and, if required,
introduce corrective measures including re-allocation of resources. Our Climate Transition
Plan is aligned with the EU Taxonomy with respect to climate mitigation. As such, the
identified levers associated with our Climate Transition Plan and any related CapEx will
contribute to the increased alignment of our economic activities with the increased energy
performance of our buildings.
Targets
Reducing Besi’s carbon footprint is a key focus of our sustainability strategy which includes
the management of Besi’s material climate-related impacts, risks and opportunities. All
emissions reductions will be achieved through the implementation of the key
decarbonization levers discussed in our Climate Transition Plan. We have set two strategic
long-term targets which have been approved by our Board of Management and Supervisory
Board in recognition of the global ecological and societal imperatives caused by climate
change based on conclusive scientific evidence:
• We target net zero emissions in our own operations (Scope 1 & 2 emissions) by 2030.
• We aim to reach net zero emissions across all scopes by 2050.
Our ambition is to reduce carbon emissions and carbon emissions intensity (carbon
emissions/revenue) across all three reporting scopes. To this end, we have set challenging
interim milestones and targets for achievement in 2024, 2026 and 2030, respectively,
(against a 2021 baseline) for the following metrics:
• Scope 1 & 2 emissions (own operations).
• Scope 3 emissions (upstream and downstream).
• Fuel consumption (own operations).
• Renewable energy (own operations).
87
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
These short-, medium- and long-term targets help us track progress on our transition to net zero GHG emissions across our value chain:
How the targets were set
The Board of Management is responsible for defining and achieving Besi’s sustainability
strategy and objectives. Day-to-day responsibility resides with the SVPs and facility
management in their respective departments and locations. In setting Besi’s Climate
Change targets, the Board of Management, supported by the SVPs and facility management,
took into consideration:
• Factual data on the energy consumption of our operations and accounting for GHG
emissions since 2014.
• The Paris Agreement goal to hold “the increase in the global average temperature to
well-below 2°C above pre-industrial levels” and pursue efforts “to limit the temperature
increase to 1.5°C above pre-industrial levels”.
• The European Green Deal which set policy initiatives by the European Commission with
the overarching goal of making the European Union climate neutral by 2050.
• Recommendations of the Semiconductor Sustainability Accounting Standard as prepared
by the Sustainability Accounting Standards Board.
• An assessment of strategies by Besi’s peers related to climate change.
• Consideration of the climate scenarios discussed in the Climate-related risks and
opportunities section to detect relevant environmental-, societal-, technology-, market-
and policy-related developments.
• Besi’s strategy to create long-term value for its stakeholders and operate its business in
a sustainable way respecting the environment, our own employees and society in
general.
• Stakeholder views on the importance of climate change for Besi’s business.
Besi’s mission to become the world’s leading supplier of semiconductor assembly
equipment for advanced packaging applications and to exceed industry average
benchmarks of financial performance was also taken into consideration when setting
these targets. Besi’s Climate Transition Plan outlines the capital requirements to meet
Target Type of target Baseline value
(2021)
2024 target and performance
versus 2021 baseline
2030
Target
2050
Target
2024 target,% 2024 value Progress
Reduction in fuel consumption Absolute 2.5 (GWh) 15% 1.4 42% 25% -
Renewable energy globally Absolute 20% 75% 99% 79 pts 100% -
Reduction in Scope 1 & 2 emissions Absolute 10,812 (tCO₂eq) 62% 349 97% Net Zero -
Reduction in Scope 3 emissions Absolute 11,942 (tCO₂eq) 12% 7,422 38% 20% Net Zero
* The Scope 3 emission reduction target was set for four Scope 3 emission categories for which Besi collected data and reported against since 2019 including: Upstream Transportation and Distribution, Downstream Transportation and Distribution, Business
Travel and Fuel- and Energy-related Activities (which are not included in our Scope 1 or Scope 2 emissions). As described in the Climate transition Plan section, these four categories represent a minor percentage of Besi’s total Scope 3 emissions. However,
to maintain consistency with the initiatives we have been reporting on since 2019, we believe it is important to report on the progress of the targets we have set even though such emissions represent a limited scope of our total Scope 3 emissions.
Besi’s Scope 1 & 2 emissions aggregated 10,812 tCO₂eq in 2021 with Scope 1 emissions
representing 332 tCO₂eq (3%) and Scope 2 emissions representing 10,480 tCO₂eq (97%). The
baseline of 2021 was chosen to reflect the year in which there was a review and update to
Besi’s sustainability strategy and targets. Initially the focus was on our 2022 performance
versus a 2019 baseline.
In 2024, we expanded the reporting of our Scope 3 emissions to include all relevant
categories according to the GHG Protocol methodology such as purchased goods and
services, capital goods, waste generated in operations, employee commuting, use of sold
products and end-of-life treatment of sold products (in line with our GHG inventory
boundaries disclosed in the Gross Scope 1, 2, 3 and total GHG emissions section. Due to the
inclusion of these Scope 3 categories, the baseline value for our Scope 3 emissions
significantly changed in 2024 relative to 2021. In addition, we do not provide comparative
information for prior periods. As such, we have reported our progress in reducing Besi’s
Scope 3 emissions in 2024 against a 2021 baseline for the limited Scope 3 emissions
categories. Over the medium-term, we plan to set a new target which includes the
additional relevant Scope 3 emissions categories using a revised baseline value and year.
Besi’s Climate Transition Plan further details each decarbonization lever and their overall
quantitative contributions to achieve our emissions reduction targets. We will not use
carbon credits nor offsets to meet our Scope 1 & 2 and Scope 3 emissions reduction targets.
However, we may use carbon capture or other sustainable solutions in the future to
compensate for residual Scope 3 emissions including any unabated emissions within the
scope of our net zero target in 2050.
88
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
our climate objectives and ensure that such requirements satisfy this mission. Thus, our
ability to implement such actions depends on the availability of such capital resources and
Besi’s broader business strategy. Of note, Besi’s successful navigation of volatile assembly
equipment markets at high levels of profitability exceeding industry average benchmarks
has provided access to capital and capital markets historically on attractive terms and
cost of capital.
The Scope 1 & 2 and Scope 3 emissions reduction targets have not been certified by the
Science Based Targets initiative ("SBTi"). However, we consider Besi’s Scope 1 & 2 emissions
targets to be aligned with the 1.5 degree trajectory as per the Paris Agreement as described
in the Climate Transition Plan.
Progress against targets
Fuel consumption
In 2024, our absolute fuel consumption of 1.4 GWh significantly outperformed our 2024
target of 2.1 GWh and represented a 21% decrease relative to 2023 due to the successful
implementation of a heat pump at Besi Austria and the installation of new energy
management software at Besi Netherlands. In addition, Besi achieved a fuel consumption
intensity of 2.4 MWh/€ million revenue which was lower than the 2021 value of 3.2 MWh/
€ million revenue.
FUEL CONSUMPTION TRENDS
Target 2024 & 2030:
based on 2021 baseline
2.5
2.1 2.1
1.8
1.9
Fuel
Relative to revenue
2.1
2.8
Target
2019
2020
2021 20232022 2024 2024
20302026
4.0
3.0
2.0
1.0
0
GWh
MWh/€ million revenue
20
15
10
5
0
3.3
5.9
6.4
3.2
2.5
2.7
2.8
Relative to revenue target 2024
Fuel consumption intensity
2.9
2.4
1.4
2.0
Energy use and renewable energy
In 2024, renewable energy accounted for 99% of Besi's total electricity consumption, up
significantly versus 71% in 2023. The increase was primarily due to the procurement for our
operations in Leshan, Malaysia and Vietnam of Renewable Energy Certificates ("RECs")
focused on funding renewable energy projects in each of such countries independent from
our direct energy suppliers. We utilize renewable energy sources at many of our locations
worldwide including 100% utilization at all our European operations. For our operations in
Europe (Austria, Switzerland and the Netherlands) and Singapore, we purchase renewable
energy directly from our energy suppliers.
However, Besi’s electricity consumption in 2024 increased on an absolute basis compared
to 2023 due primarily to the expansion of our Asian operations including a new production
site in Malaysia, additional cleanrooms in Singapore and Malaysia and the establishment
of a new Vietnam assembly facility. In addition, performance against the relative electricity
consumption target was adversely affected by the ongoing assembly market downturn
which caused our revenue to decline from € 749.3 million in 2021 to € 607.5 million in 2024.
ELECTRICITY CONSUMPTION TRENDS
Renewable energy
Relative to revenue
Non-renewable energy
Target renewable energy
Target non-renewable energy
2019
2020
2021 2023 20242022
25.0
20.0
15.0
10.0
5.0
0
GWh
MWh/€ million revenue
100
75
50
25
0
Relative to revenue target 2024
Electricity consumption intensity
80%
20%
15.6
82%
18%
14.0
80%
20%
13.5
21
24%
76%
16.5 29%
25%
71% 99% 75% 85% 100%
19.9
23
2626
23
34 34.1
31
39
15%
20.7
Target 2024 & 2030:
based on 2021 baseline
2024
20302026
89
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Scope 1 & 2 emissions
Our absolute Scope 1 emissions decreased by 20% in 2024 relative to 2023 due primarily to
the implementation of a heat pump in Austria and reduced transportation fuel consumption
related to the purchase of electric vehicles in China. Applying a market-based methodology,
our absolute Scope 2 emissions decreased in 2024 relative to 2023 by 96% due to the
purchase of RECs for our operations in Malaysia, China and Vietnam. Percentage of
contractual instruments used to apply market-based method accounts for 98%. Out of
them, 89 % are contractual instruments used for sale and purchase of unbundled energy
attribute claims and 9% are contractual instruments used for sale and purchase of energy
bundled with attributes about energy generation. Besi recorded absolute Scope 1 & 2
emissions of 349 tCO₂eq which was significantly better than our target of 4,121 tCO₂eq. In
addition, Besi achieved a Scope 1 & 2 emission intensity of 0.6 tCO₂eq/€ million revenue
which was significantly lower than the 2021 value of 14.4 tCO₂eq/€ million revenue.
SCOPE 1 & 2 GHG EMISSIONS TRENDS
10,812
3,755
Scope 1 & 2 Target Scope 1 & 2
Relative to revenue
9,065
8,587
Relative to revenue target 2024
12,500
10,000
7,500
5,000
2,500
0
tCO
2
eq tCO
2
eq/€ million revenue
50
40
30
20
10
0
19.8
14.4
5,124
8.9
25.4
Scope 1 & 2
emissions intensity ratio
Target net zero
Scope 1 & 2
emissions
5.5
3.6
5.2
0.6
Target 2024 & 2030:
based on 2021 baseline
2019
2020
2021 20232022 2024 2024
2030
2026
4,121
2,703
349
0.0
Scope 3 emissions
In 2024, Besi reduced its absolute Scope 3 emissions (as per reported scope) versus the
2021 baseline by 38% (4,520 tCO₂eq) reflecting progress in the areas of transportation,
freight and travel and the increased adoption of renewable energy in our operations. In
addition, Besi’s Scope 3 emissions intensity decreased to 12.2 tCO₂eq/€ million revenue in
2024, a decrease of 3.7 points versus the 2021 baseline, even despite the significant
decrease in our revenue between 2021 and 2024 due to the assembly equipment market
downturn.
SCOPE 3 GHG EMISSIONS TRENDS
tCO
2
eq tCO
2
eq/€ million revenue
50
40
30
20
10
0
12,500
10,000
7,500
5,000
2,500
0
Scope 3
7,407
7,157
Target Scope 3
15.9
20.8
16.5
Relative to revenue
17.0
9,843
10,509
10,151
9,554
9,817
Relative to revenue target 2024
14.0
12.7
13.5
13.6
11,942
Target 2024 & 2030:
based on 2021 baseline
2019
2020
2021 20232022 2024 2024
2030
2026
12.2
Scope 3
emissions intensity ratio
7,422
* The Scope 3 emissions reduction target was set for the Scope 3 emission categories for which Besi collected data and
reported against in 2021 including: Upstream transportation and distribution, downstream transportation and distribution,
business travel and fuel- and energy-related activities (which are not included in our Scope 1 or Scope 2 emissions). In
2024, we expanded the reporting of our Scope 3 emissions to include all relevant categories according to the GHG Protocol
methodology such as purchased goods and services, capital goods, waste generated in operations, employee commuting,
use of sold products and end-of-life treatment of sold products which is not reflected in this graph.
90
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Metrics
Energy consumption and mix
Our energy consumption includes direct and indirect energy consumption. Direct energy
consumption includes the use of fuels such as natural gas to heat our buildings and
transport fuels such as gasoline and diesel. Indirect energy consumption includes the use
of electricity for our operations as well as purchased heating or cooling for our facilities.
Each quarter, we collect energy consumption data from our operations and aggregate this
information at the corporate level. We calculate energy consumption on the basis of
invoices from our energy suppliers. If invoices are not available at the time of quarterly
data reporting, we use meter readings or estimates. Corrections to this quarterly data are
made once the invoices are available. We collect quarterly information on fuel usage in
physical units such as m3 for natural gas and convert such amounts to MWh applying lower
heating values for each fuel type.
Energy consumption and mix 2023 2024 % 2024/2023
(1) Fuel consumption from coal and coal products (MWh) 0 0 NA
(2) Fuel consumption from crude oil and petroleum products (MWh) 161 124 77%
(3) Fuel consumption from natural gas (MWh) 853 653 77%
(4) Fuel consumption from other fossil sources (MWh) 0 0
(5) Consumption of purchased or acquired electricity, heat, steam, and cooling from fossil sources (MWh) 6,593 827 13%
(6) Total fossil energy consumption (MWh) (calculated as the sum of lines 1 to 5) 7,607 1,604 21%
Share of fossil sources in total energy consumption (%) 35% 7% 21%
(7) Consumption from nuclear sources (MWh) NA 430 NA
Share of consumption from nuclear sources in total energy consumption (%) NA 2% NA
(8) Fuel consumption for renewable sources, including biomass (also comprising industrial and municipal waste
of biologic origin, biogas, renewable hydrogen, etc.) (MWh)
0 0 NA
(9) Consumption of purchased or acquired electricity, heat, steam, and cooling from renewable sources (MWh) 13,516 19,925 147%
(10) The consumption of self-generated non-fuel renewable energy (MWh) 635 643 101%
(11) Total renewable energy consumption (MWh) (calculated as the sum of lines 8 to 10) 14,151 20,568 145%
Share of renewable sources in total energy consumption (%) 65% 93% 143%
Total energy consumption (MWh) (calculated as the sum of lines 6, and 11) 21,758 22,172 102%
Although total energy consumption increased from 21,758 MWh in 2023 to 22,172 MWh in
2024, our energy intensity decreased by 5% primarily due to Besi’s 4.9% revenue increase
in 2024 versus 2023. Information about Besi's revenue can be found in Note 23 Revenue in
the Notes to the Consolidated Financial Statements.
Energy intensity per net revenue (Based on ESRS definitions, Besi operates in a high climate impact sector) 2023 2024 % 2024/2023
Total energy consumption from activities in high climate impact sectors per net revenue from activities in high climate impact sectors (MWh/€ million revenue) 38 36 95%
Gross Scopes 1, 2, 3 and total GHG emissions
In reporting carbon emission levels, we have adopted the standards and methodology put
forth by the Greenhouse Gas Protocol which divides emissions into three Scopes:
• Scope 1 emissions cover direct greenhouse gas (“GHG”) emissions resulting from day-to-
day business activities. This category includes on-site fuel combustion such as gas
boilers as well as manufacturing, transport and fugitive emissions.
• Scope 2 emissions cover indirect GHG emissions which result from the electricity, heat
and steam we purchase from external sources. We calculate Scope 2 emissions using
location-based and market-based methods.
• Scope 3 emissions cover nine categories of GHG emissions including Purchased goods
and services, Fuel and Energy related activities, Upstream and downstream
transportation, Business travel, Waste generated in operations, Employee commuting,
Use of sold products and End of life treatment of sold products.
91
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
In 2024, we expanded the reporting of Scope 3 emissions adding five material categories to
our scope of reporting as described above in the section Progress against targets. The
granular data for the accounting of some categories were not fully available given that
these new categories (primarily related to the emissions from purchased goods and
services) were reported for the first time this year. We intend to improve our data
granularity in calculating Scope 3 emissions attributed to our suppliers by replacing
industry average data with supplier specific carbon footprint data as part of our supply
chain engagement efforts. For not significant categories, GHG Protocol guidance allows
the use of average-data accounting methods and certain assumptions. We applied this
approach to accounting for categories such as Waste generated in operations, Employee
commuting and End of life treatment of sold products. Details are provided in the section
GHG emissions accounting methodology. Besi’s Scope 1 & 2 and 3 emissions do not include
biogenic emissions of CO₂ from the combustion or bio-degradation of biomass due to non-
relevance of this type of emissions to our business and value chain.
Retrospective Milestones and target years
Base year (2021) 2023 2024 % 2024/ 2023* 2026 2030
Annual %
Target/base
year
Scope 1 GHG emissions
Gross Scope 1 GHG emissions (tCO₂eq) 331 208 165 79% 250 0 91%
Percentage of Scope 1 GHG emissions from regulated emission trading schemes (%) 0 0 0 0%
Scope 2 GHG emissions
Gross location-based Scope 2 GHG emissions (tCO₂eq) 12,181 15,578 10,503
Gross market-based Scope 2 GHG emissions (tCO₂eq) 10,480 4,916 184 4% 2,453 0 36%
Significant scope 3 GHG emissions
Total Gross indirect (Scope 3) GHG emissions (tCO₂eq) 11,942 9,842 242,920
1 Purchased goods and services 86,188
3 Fuel and energy-related Activities (not included in Scope 1 or Scope 2) 2,565 1,180 52 4%
4 Upstream transportation and distribution 1,822 2,128 2,232 105%
5 Waste generated in operations 71
6 Business traveling 460 1,831 2,084 114%
7 Employee commuting 3,060
9 Downstream transportation 7,095 4,703 3,055 65%
11 Use of sold products 146,167
12 End-of-life treatment of sold products 11
Total GHG Emissions
Total GHG emissions (location-based) (tCO₂eq) 253,588
Total GHG emissions (market-based) (tCO₂eq) 22,753 14,966 243,269
GHG intensity per net revenue 2023 2024 % 2024/2023*
Total GHG emissions (location-based) per net revenue (tCO
2
eq/€ million revenue) 417
Total GHG emissions (market-based) per net revenue (tCO
2
eq/€ million revenue) 26 400 NA
* Given that such categories of Scope 3 emissions as Purchased goods and services, Waste generated in operations,
Employee commuting, Use of sold products and End-of-life treatment of sold products were accounted for the first time
in 2024, comparison with 2023 is not applicable.
92
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
EU Taxonomy disclosure
The EU Taxonomy Regulation (EU 2020/852) (“EU Taxonomy”) is a green classification
system that determines which economic activities can be considered environmentally
sustainable under the EU framework. It helps companies, investors and other stakeholders
identify and invest in activities that contribute to sustainable objectives. The EU Taxonomy
establishes six environmental objectives, each supported by subsequent delegated acts
that define related activities and determine technical screening criteria (“TSC”), do no
significant harm ("DNSH") criteria and minimum safeguards:
• Climate change mitigation (“CCM”).
• Climate change adaptation (“CCA”).
• Sustainable use and protection of water and marine resources (“WTR”).
• Transition to a circular economy (“CE”).
• Pollution prevention and control (“PPC”).
• Protection and restoration of biodiversity and ecosystems (“BIO”).
The EU Taxonomy requires that any undertaking, which is subject to Directive 2013/34/EU,
is compliant with the reporting requirements provided in Article 8 of Regulation (EU)
2020/852 (the "Taxonomy Regulation"). For the reporting period 2024, non-financial
undertakings are required to disclose the proportion of key performance indicators
(revenue, capital expenditures and operating expenses) that are associated with economic
activities that are eligible and aligned with the six environmental objectives.
Basis for preparation
We prepared our EU Taxonomy disclosure in accordance with Commission Delegated
Regulation EU 2021/2178 and Commission Delegated Regulation (EU) 2023/2486 and
several Commission Notices containing answers to frequently asked questions about EU
Taxonomy reporting. We used the Regulation (EU) 2020/852 as supplemented with
Commission Delegated Regulation (EU) 2021/2139, Commission Delegated Regulation (EU)
2023/2485, Commission Delegated Regulation (EU) 2023/2486 and Commission Delegated
Regulation (EU) 2022/1214 to identify eligible activities and for the assessment of activities
that are aligned including the screening of alignment with the minimum safeguards.
We do not have any economic activities related to nuclear energy and fossil gas. As such,
only Template 1 "Nuclear and fossil gas related activities" outlined in Delegated Act (EU)
2022/1214 is included in our EU Taxonomy disclosures.
Besi’s accounting principles for determining revenue, capital expenditures and operating
expenses under the EU Taxonomy are aligned with the accounting principles included in
Note 2 to the Consolidated Financial Statements. Operating expenses as per the EU
Taxonomy have a different definition and are included as a subset of the operating
expenses reported in the Consolidated Financial Statements. Besi has identified the
following applicable economic activities under the Circular Economy objective:
• Manufacture of electrical and electronic equipment (CE 1.2), associated with Besi’s core
activity of manufacturing semiconductor assembly equipment.
• Repair, refurbishment, and remanufacturing (CE 5.1), associated with the extended
warranty service on the machines purchased from Besi in the past.
Our EU Taxonomy activities do not substantially contribute to multiple environmental
objectives as such there is no double counting in the allocation in the numerator of
Revenue, CapEx, and OpEx KPIs across economic activities. We have performed our
assessment based on our interpretations of how the regulation applies to our business
activities and the impact thereof on eligibility and alignment. Future guidance could result
in more accurate definitions and altered decision-making in meeting reporting obligations
that may come into force, which could impact future EU Taxonomy reporting.
Assessment
The proportion of the EU Taxonomy eligible revenue is determined as the part of the net
revenue derived from our products and services associated with CE 1.2 “Manufacture of
electrical and electronic equipment” and CE 5.2 “Repair, refurbishment and
remanufacturing”, divided by the net revenue. In addition, Besi derives a portion of its
revenue from the sale of spare parts. However, in the absence of more granular financial
reporting information, Besi is unable to distinguish between spare parts and wear and tear
components (referred to as consumables), a distinction explicitly outlined in the description
of economic activity “Sale of spare parts (CE 5.2)”. As a result, Besi has opted for not
reporting eligibility for this revenue stream. This category will be further examined in the
future.
Besi concluded that a portion of the CapEx associated with manufacturing equipment is
essential to its revenue-generating activities. As a result, the investments associated
with Besi’s R&D are classified under the activity “Manufacture of electrical and electronic
equipment (CE 1.2)”. The denominator for the CapEx KPI includes additions to tangible and
intangible assets during the financial year. Besi further concluded that a portion of the
OpEx associated with the non-capitalized R&D costs is related with its core activity of
manufacturing semiconductor assembly equipment. As a result, these OpEx are classified
under the activity “Manufacture of electrical and electronic equipment (CE 1.2)”. Total OpEx
in the scope of the EU Taxonomy are determined based on the non-capitalized costs
associated with R&D, building renovation, short-term leases, maintenance and repair
activities and any other direct expenditures related to the day-to-day servicing of property,
plant and equipment.
93
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Besi has conducted an alignment assessment of the activities pursuant to the Circular
Economy objective, as a substantial portion of Besi's revenue falls within the scope of
these activities. To conduct the assessment, we reviewed substantial contribution criteria
for the activities CE 1.2 and CE 5.1 with our product groups. As there is no detailed guidance
on how to interpret certain technical screening criteria, we take conservative approach to
consider that eligible portions of Revenue and the associated CapEx and OpEx are not
aligned with the requirements. Regarding the activity CE 1.2, in the absence of EU Ecolabels
for machines manufactured by Besi, the conclusion was made that certain requirements
such as Design for reuse and remanufacturing, Design for dismantling, Design for
recyclability and Proactive substitution of hazardous substances cannot be fully met.
Regarding the activity CE 5.1, we concluded that the criteria to ensure that the product’s
materials, particularly critical raw materials, and components that have not been reused
in the same product are reused elsewhere or recycled or disposed of in accordance with
applicable European Union and national regulation have not been fully met.
The DNSH criteria for activities contributing to the circular economy objective include
detailed requirements for Climate change mitigation, Climate change adaptation,
Sustainable use and protection of water and marine resources, Pollution prevention and
control and Protection and restoration of biodiversity and ecosystems. Besi screened its
eligible economic activities against all relevant environmental objectives with the
corresponding DNSH criteria. We consider our activities aligned with Climate mitigation,
Climate adaptation and Sustainable use and protection of water and marine resources.
However, we regard our eligible activities as not fully aligned with Pollution prevention and
control objective and, in the absence of Environmental Impact Assessment, we assume
that we are not fully aligned with Protection and restoration of biodiversity and ecosystems
objective for the activity CE1.2 and CE5.1.
To summarize, based on the assessment of substantial contribution criteria and DNSH, we
conclude that the eligible portions of Revenue, CapEx and OpEx do not fully meet the
requirements outlined in the regulation. Besi is committed to running its operations in
accordance with internationally recognized standards and best practices. For the future
assessments, we would welcome a more detailed guidance on how to apply technical
screening criteria for the circular economy objective for semiconductor equipment
manufacturers.
The last step of the alignment assessment is to check the compliance of Besi with the
minimum safeguards following the OECD Guidelines for Multinational Enterprises, the UN
Guiding Principles on Business and Human Rights, the principles and rights set out in the
International Labor Organization’s Declaration on Fundamental Principles and Rights at
Work and the International Bill of Human Rights. The minimum safeguards criteria have
been assessed in relation to our eligible activities based on the final report on minimum
safeguards from the Platform on Sustainable Finance.
Besi is committed to respecting and promoting human rights in all aspects of our business
operations. This Human Rights policy outlines our commitment to uphold fundamental
human principles. We believe that respecting human rights is integral to our values and
essential for the sustainable success of our business. Our commitment to human rights is
integrated into our business processes and supported through a range of policies such as
Anti-Corruption and Bribery policy, Code of Conduct and Supplier Code of Conduct to make
sure that we conduct our business inspired by our vision and driven by our values. We have
established systems, policies and procedures, in compliance with all applicable laws and
regulations, to mitigate and prevent any potential human rights issues in our own
operations or while interacting with clients or suppliers.
Besi has potential negative impacts from topics related to human rights, working
conditions and health and safety based on the materiality assessment. Given that we do
not have actual negative impacts, we focus mainly on the implementation of policies and
supplier engagement to proactively prevent any negative impacts. To monitor the
effectiveness of the below preventative actions, Besi conducts quarterly supplier reviews
and follow-ups. In addition, we regularly conduct performance assessments and key
supplier audits, engage suppliers to respond to the RBA Self-Assessment Questionnaire to
help identify their social, environmental and human rights related activities and risks in
our supply chain and implemented a Grievance procedure and Whistleblower procedure to
ensure the communication and remediation of all actual and potential issues. However, we
recognize that the current assessment of actual and potential human rights impacts in
our value chain requires further improvement as described in the chapter Workers in the
value chain.
Key performance indicators
In the aggregate, 83% of Revenue was eligible under CE objectives, 59% of CapEx were
eligible under CE objectives and 36% of OpEx were eligible under CE objectives. Eligible
OpEx decreased to 36% versus 51% in 2023 due to increased non-capitalized R&D costs
(denominator) in 2024, whereas part of OpEx associated with the Taxonomy-related
activities (numerator) was at the level of 2023.
In 2025, Besi will continue to assess revenue, capital expenditures and operating expenses
for eligibility and alignment in accordance with the EU Taxonomy.
94
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Nuclear and fossil gas related activities
Nuclear energy related activities
1 The undertaking carries out, funds or has exposures to research, development,
demonstration and deployment of innovative electricity generation facilities
that produce energy from nuclear processes with minimal waste from the fuel
cycle.
NO
2 The undertaking carries out, funds or has exposures to construction and safe
operation of new nuclear installations to produce electricity or process heat,
including for the purposes of district heating or industrial processes such as
hydrogen production, as well as their safety upgrades, using best available
technologies.
NO
3 The undertaking carries out, funds or has exposures to safe operation of
existing nuclear installations that produce electricity or process heat, including
for the purposes of district heating or industrial processes such as hydrogen
production from nuclear energy, as well as their safety upgrades.
NO
Fossil gas related activities
4 The undertaking carries out, funds or has exposures to construction or
operation of electricity generation facilities that produce electricity using
fossil gaseous fuels.
NO
5 The undertaking carries out, funds or has exposures to construction,
refurbishment and operation of combined heat/cool and power generation
facilities using fossil gaseous fuels.
NO
6 The undertaking carries out, funds or has exposures to construction,
refurbishment and operation of heat generation facilities that produce heat/
cool using fossil gaseous fuels.
NO
95
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Revenue
Financial year N 2024 Substantial Contribution Criteria DNHS criteria
Economic Activities (1)
mEUR % Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable
activities (Taxonomy-aligned)
n/a
Turnover of environmentally
sustainable activities (Taxonomy-
aligned) (A.1)
– 0% 0%
of which Enabling 0% 0% E
of which Transitional 0% 0% T
A.2 Taxonomy-eligible but not
environmentally sustainable (not
Taxonomy-aligned activities)
EL;
N/EL
EL;
N/EL
EL;
N/EL
EL;
N/EL
EL;
N/EL
EL;
N/EL
Manufacturing of electric and
electronical equipment
CE 1.2 502.7 82.8% N/EL N/EL N/EL N/EL EL N/EL 82%
Repair, refurbishment, and
remanufacturing
CE 5.1 3.4 0.6% N/EL N/EL N/EL N/EL EL N/EL 0%
Turnover of Taxonomy-eligible but not
environmentally sustainable activities
(not Taxonomy-aligned activities) (A.2)
506.1 83% 82%
A. Turnover of Taxonomy-eligible
activities (A.1+A.2)
506.1 83% 82%
B. TAXONOMY-NON-ELIGIBLE
ACTIVITIES
Turnover of Taxonomy-non-eligible
activities
101.4 17%
Total 607.5 100%
Code (2)
Turnover (3)
Proportion of Turnover,
year N (4)
Climate Change
Mitigation (5)
Climate Change
Adaptation (6)
Water (7)
Pollution (8)
Circular Economy (9)
Biodiversity (10)
Climate Change
Mitigation (11)
Climate Change
Adaptation (12)
Water (13)
Pollution (14)
Circular Economy (15)
Biodiversity (16)
Minimum Safeguards
Proportion of Taxonomy-
aligned (A.1) or eligible (A.2)
Turnover, year N-1 (18)
Category enabling
activity (19)
Category transitional
activity (20)
96
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
CapEx
Financial year N 2024 Substantial Contribution Criteria DNHS criteria
Economic Activities (1)
mEUR % Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable
activities (Taxonomy-aligned)
n/a
CapEx of environmentally sustainable
activities (Taxonomy-aligned)
– 0% 0%
of which Enabling 0% 0% E
of which Transitional 0% 0% T
A.2 Taxonomy-eligible but not
environmentally sustainable (not
Taxonomy-aligned activities)
EL;
N/EL
EL;
N/EL
EL;
N/EL
EL;
N/EL
EL;
N/EL
EL;
N/EL
Manufacturing of electric and
electronical equipment
CE 1.2 19.4 59% N/EL N/EL N/EL N/EL EL N/EL 65%
CapEx of Taxonomy-eligible but not
environmentally sustainable activities
(not Taxonomy-aligned activities) (A.2)
19.4 59% 66%
A. CapEx of Taxonomy-eligible
activities (A.1+A.2)
19.4 59% 66%
B. TAXONOMY-NON-ELIGIBLE
ACTIVITIES
CapEx of Taxonomy-non-eligible
activities
13.4 41%
Total 32.8 100%
Code (2)
CapEx (3)
Proportion of CapEx,
year N (4)
Climate Change
Mitigation (5)
Climate Change
Adaptation (6)
Water (7)
Pollution (8)
Circular Economy (9)
Biodiversity (10)
Climate Change
Mitigation (11)
Climate Change
Adaptation (12)
Water (13)
Pollution (14)
Circular Economy (15)
Biodiversity (16)
Minimum Safeguards
Proportion of Taxonomy-
aligned (A.1) or eligible (A.2)
CapEx, year N-1 (18)
Category enabling
activity (19)
Category transitional
activity (20)
97
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
OpEx
Financial year N 2024 Substantial Contribution Criteria DNHS criteria
Economic Activities (1)
mEUR % Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable
activities (Taxonomy-aligned)
n/a
OpEx of environmentally sustainable
activities (Taxonomy-aligned)
– 0% 0%
of which Enabling 0% 0% E
of which Transitional 0% 0% T
A.2 Taxonomy-eligible but not
environmentally sustainable (not
Taxonomy-aligned activities)
EL;
N/EL
EL;
N/EL
EL;
N/EL
EL;
N/EL
EL;
N/EL
EL;
N/EL
Manufacturing of electric and
electronical equipment
CE 1.2 18.9 36% N/EL N/EL N/EL N/EL EL N/EL 51%
OpEx of Taxonomy-eligible but not
environmentally sustainable activities
(not Taxonomy-aligned activities) (A.2)
18.9 36% 51%
A. OpEx of Taxonomy-eligible
activities (A.1+A.2)
18.9 36% 51%
B. TAXONOMY-NON-ELIGIBLE
ACTIVITIES
OpEx of Taxonomy-non-eligible
activities
33.9 64%
Total 52.9 100%
Code (2)
OpEx (3)
Proportion of OpEx,
year N (4)
Climate Change
Mitigation (5)
Climate Change
Adaptation (6)
Water (7)
Pollution (8)
Circular Economy (9)
Biodiversity (10)
Climate Change
Mitigation (11)
Climate Change
Adaptation (12)
Water (13)
Pollution (14)
Circular Economy (15)
Biodiversity (16)
Minimum Safeguards
Proportion of Taxonomy-
aligned (A.1) or eligible (A.2)
OpEx, year N-1 (18)
Category enabling
activity (19)
Category transitional
activity (20)
98
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Social
Own workforce
Strategy
Please see the sections Strategy, business model and value chain and Double Materiality
Assessment to understand how Besi actively considers the views of, and engages with,
stakeholders on topics such as its strategy and business model.
In mapping our stakeholders, it was assumed that Besi has a large impact on, and is highly
impacted by, its own workforce. To a lesser extent, we are also impacted by human rights
organizations as well as business and industry associations. The Double Materiality
Assessment illustrated the material impacts, risks and opportunities for our own
operations applicable to the entire workforce and as related to Working Conditions, Health
and Safety, Diversity and Inclusion and Human Rights.
To validate the Double Materiality Assessment, we interviewed employee representatives
from our operations in Europe and Asia as part of an Engagement Roadshow with
stakeholders. Both employee groups confirmed that the topics deemed material were
relevant for all Besi employees. It was discussed that an appropriate work-life balance was
an important factor in long-term employee retention and that project management and
R&D positions tend to be at the highest risk due to their associated workloads. Talent
development and good working conditions were listed as opportunities for enhanced
business performance in conversations with employee representatives.
The material risks and opportunities in 2024 identified by the Double Materiality
Assessment arising from impacts and dependencies on Besi’s own workforce are relevant
for, and could materially impact, all Besi employees including:
• 603 employees in Europe and the US.
• 1,275 employees in Asia.
• 280 individuals who were self-employed or employed through third-party organizations
such as employment agencies (“non-employees”).
Besi is committed to being a good employer and promoting a workplace culture supporting
the achievement of its business and sustainability objectives. A principal challenge and
risk is to attract, motivate and retain skilled workers critical to our success in a highly
competitive semiconductor industry. Key material risks include (i) reputational damage, (ii)
insufficient workers due to health and safety or human rights incidents and (iii) failure to
meet requirements of corresponding health and safety or human rights regulations. Besi
can also pursue opportunities related to employee engagement, talent attraction and
retention by providing attractive working conditions in a diverse international environment
which could encourage business growth and increased profitability. In addition, our global
footprint implies that different regions have different risk profiles when it comes to social
issues. As such, our Asian production and personnel expansion could expose us to risks
related to forced labor, child labor and other human rights issues in each geographic
location.
Due to the nature of our operations and business model, negative impacts can be either
widespread such as women being underrepresented across the science, technology,
engineering and mathematical fields or specific to individual impacts such as human rights
or health and safety incidents in the workplace. Besi can have a positive impact on its own
workforce across the globe by providing equal treatment and opportunities for all,
promoting work-life balance practices, providing employment and inclusion for persons
with disabilities and promoting neuro diversity (e.g. age, gender, cultural background) for
new hires and promotions. Such impacts originate from our strategy and business model
and inform Besi’s policies, processes and short-, medium- and long-term goals. For
instance, Besi’s production sites have Environmental, Health and Safety ("EHS") officers,
committees, management systems and procedures. EHS committees are responsible for
the inspection, enforcement and promotion of health and safety matters in the workplace.
Employees also regularly receive EHS training.
We recognize that women continue to be underrepresented in the fields of science,
technology, engineering and mathematics and, consequently, prioritize their recruitment.
Besi also employed 11 persons with disabilities in 2024. We do our utmost to provide them
a comfortable working environment free of discrimination. Our policies and management
of these topics strive to ensure that such stakeholder groups are not exposed to any
material negative social impact and to create opportunities for their growth and
development. To this end, our ambition is to:
• Ensure healthy lives and promote well-being for all.
• Achieve gender equality and empower all women.
• Promote sustained, inclusive and sustainable economic growth.
• Provide a safe and secure working environment for all employees.
Given these ambitions, our suite of social policies including our Sustainability policy,
Human Rights policy, Diversity and Inclusion policy, Code of Conduct, Code of Ethics for
Senior Financial Officers, Grievance procedure and Whistleblower procedure allow us to
manage impacts, risks and opportunities related to our own workforce. Such policies cover
all Besi employees and were developed with the interests of all employees in mind. In
addition, we comply with all applicable employment laws and regulations in the countries
in which we operate. As described in our Climate Transition Plan, Besi has set a target to
reach net zero GHG emissions in terms of its Scope 1 & 2 emissions by 2030 and all scopes
of GHG emissions by 2050. We do not expect any material negative impacts on Besi’s
99
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
employees and non-employees arising from the reduction of our negative environmental
impacts and transition to climate-neutral operations.
Policies related to own workforce
We seek to be a preferred employer by emphasizing the diversity, health, safety and
wellbeing of our employees and providing flexible working arrangements with career
growth and development. To this end, Besi has a Sustainability policy, Code of Conduct,
Human Rights policy, Diversity and Inclusion policy, Anti-Corruption and Bribery policy,
Grievance procedure and Whistleblower procedure, all of which are available on our
website, to guide employee activities and to set out the responsibilities, procedures and
support functions in reporting violations. The importance of appropriate anti-corruption
and human rights policies has increased with the expansion of Besi’s Asian operations,
supply chain and logistics activities.
The Whistleblower procedure allows our employees and all affected stakeholders to report
any issues related to Besi’s Code of Conduct. In addition, the Grievance procedure seeks to
provide a transparent and efficient process to address any complaints related to human
rights impacts from our employees, workers in the value chain and any other relevant
stakeholders (including non-employees). Such cases are investigated immediately and
overseen by the Board of Management and, if relevant, local management, who have
responsibility for approving appropriate corrective measures and remedies. All employees
are required to sign our Code of Conduct and undertake training upon hiring. We have three
main policies applicable to our own workforce and material topics which are set forth
below:
Sustainability policy
Besi aims to develop its business in a socially responsible manner for the benefit of all
stakeholders, employees, partners, suppliers, customers and the local communities in
which we operate. We seek to follow internationally recognized standards across our value
chain including the International Labor Organization ("ILO") and the UN Guiding Principles
on Business and Human Rights.
In addition, we aim to offer a working environment in which all our employees feel safe and
secure. Everyone has the right to join a legally recognized trade union. Everyone has the
right to a healthy work and private life balance. And everyone has the right to work in a
place that is free from harassment, intimidation or any kind of psychological or physical
violence. Besi has implemented a Whistleblower procedure to report any ethical issues or
misconduct in our business.
The Sustainability policy covers the following relevant social topics:
• People Wellbeing:
We focus on training and talent development through a variety of
programs. We conduct continuous analysis of employee engagement and satisfaction
across all regional operations to assess our relative success in such activities.
• Health and Safety: Employee health and safety is a non-negotiable condition of our
business. We have implemented a company-wide health and safety policy and set
management objectives to ensure that such commitments are applied to all employees
at the facility-level.
• Human Rights: We adhere to high ethical standards in our business and commit to
ensure that there are no human rights violations. We expect the same from our suppliers.
Diversity and Inclusion policy
We believe people are important to build and sustain our growth and development. The
combined wealth of diversity in personal backgrounds, creativity, self-identity, skills and
expertise that our staff bring to their roles constitutes a significant portion of our
organizational ethos and accomplishments as a company. Besi aims to promote diversity
and inclusion for everyone in the Company, no matter their age, race, ethnic, gender or
national origins, sexual orientation, marital and/or parental status, disability or religious
beliefs:
• Diversity: Diversity and inclusion play a crucial role in positioning Besi as a preferred
employer in the labour market. Furthermore, they can motivate employees by increasing
morale, productivity and innovation.
• Inclusion: We aim to create a culture in which every employee feels valued and respected
ensuring equal opportunities for employees regardless of identity and which facilitates
diversity in career development to the top of the organization.
• Discrimination: Besi denounces all forms of discrimination. We treat each other honestly
and fairly without regard to the others’ race, religion, national origin, political affiliation,
gender, gender identity, sexual orientation, age and/or physical or mental disability. Besi
has implemented measures to prevent any form of discrimination in our workforce. Such
measures include our Code of Conduct and our Whistleblower procedure. We expect and
encourage all employees to establish and uphold a safe working environment and to
report any misconduct witnessed.
• Code of Conduct: Harassment - Everyone has the right to work in a place that is free from
harassment, intimidation, sexual abuse and acts or threats of physical violence. We do
not tolerate verbal or physical conduct that demeans another person, unreasonably
interferes with another’s work performance or creates an intimidating, abusive, hostile
or offensive work environment.
100
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Human Rights policy
Besi commits to respect and promote human and labor rights in all aspects of our
operations. Our Human Rights policy outlines our commitment to uphold fundamental
human principles as set forth in the UN Guiding Principles on Business and Human Rights.
We are also committed to the International Bill of Human Rights. We believe that respecting
human rights is integral to our values and corporate culture and essential for the
sustainable success of our business. This policy applies to all Besi employees including
those provided by third-party employment agencies and to our subsidiaries, affiliates and
any third parties acting on behalf of our Company. We also expect our suppliers, contractors
and business partners to uphold similar principles and monitor any relevant human rights
topics. We aim to create a culture in which every employee feels valued and respected.
Although we do not have specific policy commitments for groups at particular risk of
vulnerability such as disabled people, persons with serious illnesses and other vulnerable
groups, we seek to provide equal opportunities for all employees regardless of identity.
Besi also seeks to facilitate diversity throughout our management ranks with targets and
milestones set for female managers and female employees. The Human Rights policy
explicitly prohibits the use of forced, bonded or child labor in any of our operations or
business activities. Besi’s Human Rights policy aims to follow provisions of key international
human and labor rights standards such as:
• International Labor Organization Declaration on Fundamental Principles and Rights at
Work.
• The UN Declaration of Human Rights.
• The UN Global Compact.
• OECD Guidelines for Multinational Enterprises.
• The UN Women’s Empowerment Principles.
• UNICEF’s Children’s Rights and Business Principles.
• The UN International Convention on the Protection of the Rights of all Migrant Workers
and Members of Their Families.
In addition to international human rights and labor rights regulations and standards, we
also pay attention to the local laws and relevant jurisdictions in the countries where we or
our supply chain operate. Specifically, Besi’s Human Rights policy covers the following
issues:
• Diversity and inclusion.
• Non-discrimination and equality.
• Freedom of association and collective bargaining.
• Safe and healthy working conditions.
• Prohibition of forced and child labor.
• Anti-harassment and violence.
• Fair wages and benefits.
• Work-life balance.
The Board of Management is responsible for the management of Besi’s human rights
issues including (i) training employees, (ii) creating awareness of human rights topics, (iii)
monitoring and reporting any human rights-related issues through our Whistleblower
procedure and Grievance procedure, (iv) identifying and assessing potential human rights
issues and (v) implementing mitigation measures where necessary. We continuously
reflect on our approach to human rights and engage in open dialogue with stakeholders to
determine areas for improvement.
We aim to engage with all stakeholders. In 2024, we conducted a Stakeholder Engagement
Roadshow which included employee representatives, customers, suppliers and investors
to promote human rights awareness and collaboration on initiatives advancing human
rights. For our part, we conduct a biennial employee engagement survey and conduct
engagement with representatives of Works Councils and Work Unions on an annual basis
to ensure we are updated on all human rights-related topics important to our employees.
Please refer to Besi’s Grievance procedure and Whistleblower procedure for more details.
The Grievance procedure and Whistleblower procedure seek to identify and prevent any
form of human rights violations in our operations and in our value chain, including
harassment and violence, and details remedies for human rights impacts.
Employee engagement
We promote an atmosphere of open dialogue between managers and employees.
Engagement occurs both directly with our employees and indirectly with workers’
representatives:
• Employees and managers are encouraged to voice their concerns in a collegial exchange
during annual performance appraisals.
• Employee interests are also communicated semi-annually in a more institutional way via
representation by the local European Works Councils and Asian Work Unions. The results
of these communications are used to create risk mitigation strategies.
• We conduct Town Hall meetings for all employees on a quarterly basis to inform them as
to current business and financial developments and sustainability priorities.
• We have launched resource pages in certain locations to educate and engage our
employees about Besi’s sustainability strategy and progress.
The effectiveness of our engagement and mitigation approaches is assessed through the
biennial Employee Engagement survey, the results of which inform the strategic direction
of Besi’s activities regarding its own workforce. The Board of Management is the most
senior body with operational responsibility for company-wide engagement initiatives such
as the Employee Engagement survey. Besi’s operations managers have operational
responsibility for location specific initiatives such as Town Hall meetings. Our most recent
2023 survey conducted by Willis Towers Watson reported a high level of participation (94%)
101
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
and engagement (89%). Survey results also help guide company activities and highlight
areas for improvement. For instance, Besi Austria introduced open roundtable sessions
during 2024 to further enhance the frequency and quality of communication between
senior management and employees to discuss topics such as work-life balance, our
business outlook and technical topics related to the semiconductor industry. In addition,
employees who may be particularly vulnerable to Besi’s impacts can provide feedback in
the survey by responding to open-ended questions.
Processes for engaging with own workers and workers’ representatives about impacts and
raising concerns
For more information on our Whistleblower procedure and Grievance procedure please
refer to the Governance section.
102
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Own workforce actions and resources
Set forth below are the actions required to implement Besi’s policies:
Policy/action
plan
Key actions required Scope Time horizon Year of
completion
Progress of key actions taken in 2024 Allocated resources to
management of material
impacts, risks and opportunities
Sustainability
policy
• Training and talent development.
• Analysis of employee engagement and satisfaction
across all regional operations.
• Communication of policies and procedures to
employee workforce.
• Implementation of Occupational Health and
Safety standards and external certifications in
our operations.
All
operations
On
continuous
basis.
Employee
engagement
survey
conducted
biennially.
Not
defined.
Each
policy is
reviewed
and
updated
annually.
• Average training hours per employee increased to 30
hours, up 15.4% versus 2021.
• Biennial employee engagement survey conducted in
2023. Survey results indicated that employees feel safe in
their current physical working environment, that there is
effective collaboration between departments and that
there is a strong feeling of trust between team members.
• Town Hall meetings for all employees are conducted on a
quarterly basis to communicate current business and
financial developments and sustainability priorities.
• Six out of eight Besi facilities are now ISO 45001 compliant
(Austria, China, Malaysia, Singapore, Switzerland and our
Meco facility in the Netherlands).
• Introduction of 'Radelt zur Arbeit' (Bike to work) scheme
and regular roundtable discussions at Besi Austria.
Actions are implemented and
assessed in terms of
effectiveness using the
following resources:
• Corporate sustainability
team produces guidance
and tracks performance
across the Company.
• Internal control team
tracks performance
through the internal
control system.
• Operations, including
management, technical
teams, HR and
sustainability teams help
ensure that Besi’s policies
operate effectively.
• External consultants and
advisors are engaged to
support the development
and implementation of
specific sustainability
initiatives.
Human Rights
policy
• Regular employee training on human rights issues
and Besi’s commitments under this policy.
• Monitoring of Besi’s operations, investigation of
all reported concerns and, if appropriate, remedies
provided.
• Identification and assessment of potential human
rights issues, prevention of human rights issues
and/or implementation of mitigation measures.
• Ensuring that all employees are aware of their
rights including the right to freedom of association
and collective bargaining.
All
operations
On
continuous
basis.
Not
defined.
Each
policy is
reviewed
and
updated
annually.
• Training on Besi’s Code of Conduct including human
rights topics conducted upon job commencement and
repeated periodically.
• Implemented Human Rights policy and Whistleblower
procedure and Grievance procedure.
• Potential human rights impacts, risks and opportunities
reviewed as part of the Double Materiality Assessment
and validated by key stakeholders.
Diversity and
Inclusion
policy
• Measures implemented to prevent employee
discrimination.
• Encouragement of diversity and inclusion through
manager’s inclusive leadership, training,
communication and sustainability initiatives.
• Attraction, nurturing and retention of a diverse
range of talents via enhanced recruitment,
development and retention policies.
• Adherence to the legislation and regulations
relevant to Besi in all locations where it operates
and conducts business.
All
operations
On
continuous
basis.
Not
defined.
Each
policy is
reviewed
and
updated
annually.
• Introduced Confidentiality Counsellors who can work as a
first point of contact if employees have questions or
concerns in need of discussion.
• Training on Besi’s Code of Conduct, including diversity
topics, are conducted upon job commencement and
repeated periodically.
• Local HR teams in each country where we operate (except
for several small sales & service offices in Asia that are
managed regionally).
• Interests of employees are represented by Works Councils
in each European country and by Work Unions in Asia.
103
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Besi was not involved in any actual negative impact for which remedial action was required
based on the findings of the Double Materiality Assessment. Moreover, we implemented
the above policies and actions to help ensure that our practices do not cause or contribute
to negative impacts on our own workforce specifically with respect to procurement, sales
and data use. For instance, we have implemented communication sessions and set policies
to ensure that employee concerns are heard and that managers limit working hours to help
promote a better work-life balance. We are unable to disclose financial resources allocated
to the implementation of the above-mentioned policy actions at the corporate financial
reporting level due to the large number of initiatives per department across various
geographic regions. As described in the Double Materiality Assessment section, actual
positive impacts on Besi’s own workforce through its policies include:
• Improved employee wellbeing through positive working conditions such as secure
employment, working time, adequate wages, work-life balance, training and skills
development.
• Creation of a working environment that is diverse, equitable and inclusive which includes
(i) equal treatment and opportunities for all employees, (ii) gender equality, (iii)
employment and inclusion opportunities for persons with disabilities and (iv) the
promotion, recruitment and retention of a diverse workforce.
Besi has implemented initiatives or actions with the primary purpose of delivering positive
impacts for its own workforce include the training of employees, health and safety
certification, and the organization of local human resource teams focused on location-
specific staff activities such as family days, dinners and in-person seminars on mental
health. In addition, we strive to create attractive working conditions at all our operations
by investing in comfortable office space with modern lighting, heating, cooling and
ventilation systems.
We have implemented an approach involving the regular management review of key
performance indicators and a discussion of all topics related to the operation of our
business in order to identify the appropriate response to a potential negative impact on
Besi’s own workforce. To ensure that all topics are addressed, we conduct:
• Weekly regional management meetings.
• Global Management Team meetings three times per week to discuss, monitor and follow
up on any topics related to our business operations.
• Monthly Management Team meetings with the Board of Management which includes
sustainability status updates.
• Quarterly Supervisory Board and Audit Committee meetings where the Supervisory
Board is updated on the implementation of Besi’s sustainability strategy and any related
topics that require its attention.
This approach ensures that relevant sustainability topics are discussed regionally and
globally on a periodic basis, and, if required, actions are developed to help mitigate
potential negative impacts. A summary of such actions is presented to the Supervisory
Board on an annual basis. We help ensure Besi’s own practices do not cause or contribute
to material negative impacts on our own workforce and assess the effectiveness of our
actions through (i) the global biennial Employee Engagement survey, (ii) Town Hall
meetings, (iii) stakeholder dialogue meetings with employees, (iv) the use of confidentiality
counselors, (v) the Grievance procedure and (vi) communication with representatives of
Works Councils and Work Unions.
104
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Sustainability
topics
Included sub-topics in the
context of ESRS
Description of risk or opportunity Actions to achieve targets, mitigate risks and
pursue opportunities
Steps to track effectiveness
Risks
Health and
safety
Health and safety in Besi’s
operations.
Risk of legal or regulatory sanctions,
financial loss or reputational damage
caused by failure to comply with health and
safety related regulations and/or failure of
practices implemented for employee health
and safety and/or materialization of health
and safety risks resulting in liabilities and
reputational risk.
Through the implementation of ISO 45001,
we introduced the following approach to
health and safety risk management:
• Understanding health and safety risks in
the context of our organization.
• Participation of leadership and workers.
• Action plans developed to address risks
and opportunities.
• Support – engagement of resources and
expertise.
• Operational planning, control and
emergency preparedness.
• Performance evaluations including
audits.
• Continuous improvement philosophy.
We conduct performance evaluation steps
with respect to ISO 45001 procedures which
includes:
• Monitoring, measurement, analysis and
performance evaluation.
• Internal audit.
• Management review of the results.
Human
rights
Measures against violence
and harassment in the
workplace, child labor and
forced labor in own
operations.
Risk of violation of human rights of own
employees which could lead to severe
reputational damage or the unavailability
of workers as a result of our inability to
retain employees or hire new employees.
• Code of Conduct training for all
employees.
• Whistleblower procedure and Grievance
procedure to identify and assess potential
human rights violations.
• All training participation is tracked.
• Each employee has to pass a knowledge
test.
• All whistleblower and grievance cases are
investigated and recorded.
• A summary assessment of the
Whistleblower and Grievance report is
presented to the Board of Management
and Supervisory Board.
105
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Sustainability
topics
Included sub-topics in the
context of ESRS
Description of risk or opportunity Actions to achieve targets, mitigate risks and
pursue opportunities
Steps to track effectiveness
Opportunities
Working
conditions
Secure employment, working
time, adequate wages, work-
life balance, training and
skills development.
Opportunities for employee engagement
and talent attraction and retention which
may lead to business growth via the
provision of attractive working conditions
and career development including secure
employment, working time, adequate
wages, work-life balance, training and
skills development.
• Initiation of local Human Resource teams
focused on employee wellbeing.
• All employees receive adequate wages.
• Training and talent development.
• Employee engagement regarding work-
life balance and the enforcement of
applicable Besi policies.
• Biennial employee engagement survey.
• Global HR team meetings twice per year.
• Quarterly Town Hall meetings.
• Monthly Management Team meetings
including HR update topics.
• Grievance procedure.
• Confidentiality Counselors available in
each country of operation.
Diversity and
inclusion
Diversity, gender equality
and equal pay, employment
and inclusion of persons with
disabilities.
Opportunities for employee engagement
and talent attraction and retention which
may lead to business growth by ensuring an
equal opportunity environment. Such
policies encourage diversity, equity, and
inclusion, help increase employee
productivity (low absenteeism, illness) and
promote effective leadership.
• Promote an inclusive culture with various
activities celebrating individual cultures
such as holiday celebrations.
• Engagement with local universities by
many of our product groups and facilities
to drive growth in diversity representation.
• Encourage recruitment process
supporting gender diversity.
We collect diversity data on a quarterly
basis from all our operations:
• % of female employees.
• % of female managers.
• Number of employees that are foreign
nationals.
• Local management hires.
Targets
Besi began more active engagement in sustainability management and reporting starting
in 2020 which involved the development of various short- and long-term targets for 2022
and 2030, respectively, using 2019 data as a baseline for comparison. As a result, Besi has
had targets in place for its own workforce since 2020. We have not yet set targets for
additional sub-topics based on the Double Materiality Assessment conducted in 2024. In
setting such targets, Besi engaged directly with stakeholders, including employees, during
the materiality assessment process conducted in 2020 and 2021 which enabled us to
prioritize topics of importance. To this end, employee views were considered when setting
such targets. In addition, Besi considered:
• The goals defined in Besi’s overall strategy and Sustainability policy to create long-term
value for our stakeholders and operate our business in a sustainable way, respecting the
environment, our own employees and society more broadly.
• Factual data related to the social and diversity indicators collected and reported by Besi
since 2014.
• Recommendations of the Semiconductors Sustainability Accounting Standard as
prepared by the Sustainability Accounting Standards Board.
• An assessment of strategies from Besi’s peers related to their own workforces.
• Results of the materiality assessment conducted in 2020.
Besi’s performance against its sustainability targets is communicated during our quarterly
Town Hall meetings for all employees, in which employees can provide feedback to the
Management Team. Our biennial employee engagement survey also helps us identify any
lessons or improvements that we need to make based on the results of our performance.
Topics related to secure employment, working time, adequate wages and work-life balance
are not covered by Besi’s current targets. Besi began the collection and aggregation of
data related to work-life balance, family leave and social protection against loss of income
for the first time in 2024. We will consider setting targets for such indicators over the next
two years in order to have a full three-year period for evaluation. In this way, we can make
a more informed decision about Besi’s ambitions, baseline year for target setting and the
resources required to achieve such commitments.
106
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
In order to manage actual and potential material impacts, risks and opportunities in
relation to our own workforce, Besi has set the following targets as a means of identifying
and mitigating any potential risks:
FEMALE MANAGERS*
14%
18% 18%
16%
20%
17%
23%
21% 21%
30
20
10
0
% of headcount managers
Female managers Target
2019 2020 20222021 20242023 20302024 2026
Target 2024 & 2030:
based on 2021 baseline
* For this indicator, we define Manager as an employee with paygrade M1 or higher, and has an employee directly reporting
to her/him.
FEMALE EMPLOYEE TRENDS
% of headcount
2019 2020 20222021 20242023 20302024 2026
Female employees
Target
30
20
10
0
17%17% 17% 17% 17%
20%
19% 19%
17%
Target 2024 & 2030:
based on 2021 baseline
Sustainability
Standard
Sustainability topics Target Type of target Baseline
year
Baseline value Target for
the year 2024
Target for
the year 2030
ESRS S1 Diversity and inclusion % of female employees in workforce absolute
2021
17% ≥19% ≥20%
% of female employees in management absolute 18% ≥21% ≥23%
Health and safety Zero safety incidents record absolute NA* 0 0
Employee engagement and career development % of employee engagement absolute 90% ≥85 ≥85
Employee training, hours per year absolute 20 ≥21 ≥21
* Baseline value is not applicable for this target.
Progress against targets
We quarterly collect all information from our operations and aggregate it at the corporate
level in order to track our progress versus targets and report data related to own workforce.
Local HR teams are responsible for the collection and reporting of requisite information. In
addition, local and regional finance and internal control teams review the consistency and
accuracy of the data. Progress against our 2030 targets is detailed below alongside
intermediate milestones set for 2026.
Diversity and inclusion
Besi’s diversity efforts indicate slow but steady progress as measured by an increasing
percentage of female managers and local managers in the workforce since 2019. However,
Besi reported a small decrease in the female managers indicator in 2023 and 2024 relative
to 2022 due to the promotion of several male employees to management positions at Besi
APac.
107
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Employee engagement and career development
Training hours in 2024 slightly decreased relative to 2022 and 2023 but remained above our
2024 minimum target of 21 hours per employee. In addition, they were significantly above
2019 levels. Increases in training hours per employee in 2022 and 2023 were favorably
influenced by a Chinese government sponsored online training program and the staffing of
a new Vietnam facility.
TRAINING
22
20
26
31 31
30
21 21 21
Hours/employee
Training hours
40
20
0
Target
2019 2020 20222021 20242023 20302024 2026
Target 2024 & 2030:
based on 2021 baseline
Health and safety
Besi monitors incidents in the workplace at all its locations worldwide and targets zero
health and safety incidents across the short-, medium- and long-term. Incidents are
grouped into categories by severity: (i) fatalities, (ii) major absences (more than four days),
(iii) minor absences (less than four days) and (iv) first aid cases in which employees can
resume work immediately after treatment or the following day. No fatalities were reported
at our operations in 2024. There were two safety incidents recorded last year at Besi’s
Austria and Meco operations in the Netherlands which included one first aid case and one
minor absence. It should be noted that these indicators cover Besi’s employees and non-
employees.
In general, incidents are few as our production facilities are predominantly clean and safe
environments with no heavy chemicals present. Over the next two years, we will consider
a separate target for category (iv): first aid cases.
108
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Metrics
Employee characteristics
Data regarding employee characteristics is based on the headcount at the end of each
reporting period. We have categorized permanent, temporary and non-guaranteed hour
employees (“non-employees”) as per the local definitions used in each country where Besi
operates. At December 31, 2024, Besi had recruited 1,878 employees including 1,555 male
and 323 female employees. Predominantly all employees are located in Asia and Europe/
United States with each representing 1,275 (68%) and 603 employees (32%), respectively.
In addition, substantially all our employees have permanent contracts (97%). Number of
employees reported in terms of financial reporting was 1,812 full-time equivalents.
Our fixed and temporary headcount levels can vary significantly from year to year depending
on conditions in our cyclical semiconductor assembly equipment market. In market
upturns, headcount typically increases. Conversely, in downturns, headcount is typically
reduced in alignment with decreased demand, particularly as it relates to temporary
production personnel. Similarly, new hiring also follows market movements with higher
numbers experienced in industry upturns and lower numbers in industry downturns. In
2024, we increased new hiring by 21% and 18% versus 2023 and 2022, respectively, due
primarily to increased development activities associated with the expansion of our wafer
level assembly portfolio. Employee turnover typically, but not always, follows such cyclical
market influences. Turnover is typically lower in downturns where employees are less
likely to seek employment elsewhere and higher in industry upturns where there is more
demand for personnel industry-wide.
The following tables do not provide comparative information as it is our first-year reporting
against the ESRS standards and its precise definitions for employee headcount. All
workforce is reported at the end of the reporting period December 31, 2024.
Information on employee headcount by gender:
Gender Number of employees (headcount) Percentage of total employees
Male 1,555 82.8%
Female 323 17.2%
Other 0 -
Not reported 0 -
Total employees 1,878 100.0%
Information on employee headcount by country of operation:
Country Number of employees (headcount) Percentage
Malaysia 433 23%
China 403 21%
Austria 305 16%
Singapore 278 15%
Netherlands 171 9%
Switzerland 95 5%
Taiwan 54 3%
Vietnam 49 3%
South Korea 32 2%
United States 32 2%
Philippines 15 1%
Thailand 11 -
Total 1,878 100%
Information on employee headcount by type of contract:
Category Female Male Other Not
Disclosed
Total
Number of employees (headcount) 323 1,555 0 0 1,878
Number of permanent employees
(headcount) 318 1,508 0 0 1,826
Number of temporary employees
(headcount) 4 47 0 0 51
Number of non-guaranteed hours
employees (headcount) 1 0 0 0 1
109
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Information on employee turnover:
Topic 2019 2020 2021 2022 2023 2024
Employee turnover* 253 108 168 191 129 155
Employee turnover* 16% 7% 10% 11% 7% 8%
New hires 100 124 325 193 189 228
Workforce reported in headcount between the start (January 1, 2024) and the end of the reporting period (December 31, 2024).
* The employee turnover indicator is calculated using the aggregate number of employees who leave voluntarily, due to
dismissal or retirement as the numerator, and the total number of employees as the denominator. This includes all types
of employees (permanent, temporary and non-guaranteed hours). Although there is no significant difference in the
assessment of headcount, employee turnover data provided for the years 2019-2023 are not fully comparable with 2024
since a different reporting framework was used.
Non-employee characteristics
Non-employees are defined as individuals working for Besi who are either self-employed
individual contractors or individuals provided by third-party employment agencies primarily
engaged in “employment activities” as per NACE Code N78. Self-employed individuals
include any temporary worker or subcontractor including those who support Besi’s R&D
efforts. Individuals provided by third-party agencies include employees of contracted
companies including those who provide office management services. Non-employees are
reported in the full-time equivalent ("FTE") total at the end of the reporting period. The
calculation of non-employees is subject to the employment laws and regulations in each
country of our operations.
As of December 31, 2024, workers who were non-employees aggregated 280 FTE of whom
19 FTE were self-employed people and 261 FTE were provided by third-party employment
agencies primarily engaged in “employment activities” as per NACE Code N78.
Diversity
Since 2019, we have collected data, set targets and publicly reported on the following
diversity data as disclosed in the Targets paragraph of the Own Workforce section:
• Percentage of female employees.
• Percentage of female managers among our employees (we define Manager as an
employee with a paygrade of M1 or higher and who has an employee directly reporting to
them).
In 2024, female employees and female managers accounted for 17% and 18% of Besi’s total
employees and total managers, respectively.
In addition, the Board of Management consists of one person who is Besi’s Chief Executive
Officer and Chairman of the Board of Management. The Board of Management consists of
one male and is therefore 100% male. There are nine members in Besi’s Management Team
which includes one female and eight males which corresponds to a female/male ratio of
11%/89% at the management level. The definition of management is based on the
disclosure of Besi’s Management Team in the Annual Report included in Corporate
Information and corresponds to the management level below the Board of Management.
Set forth below is the age distribution for all Besi employees:
Age Number of employees (headcount) Number of employees (headcount)
Under 30 years old 186 10%
30-50 years old 1,297 69%
Over 50 years old 395 21%
Not reported 0 0%
Total employees 1,878 100%
Adequate wages
Besi compensates its employees fairly for their work with wages that meet at least the
minimum legal standards in the geographies in which it operates and adheres to all
applicable laws, regulations and agreements on general working conditions. All Besi’s
employees receive adequate wages based on the assessment conducted versus applicable
benchmarks in the countries of our operations. The adequate wage assessment was
performed using employee payroll data.
Social protection
We aim to have all Besi employees covered by social protection against loss of income due
to sickness, unemployment, employment injury and disability, parental leave and
retirement. There is no distinction made in benefits received between full-time employees,
temporary employees and non-guaranteed hours employees. Coverage differs per country
based on national regulations applicable to each country where we operate.
Besi omitted the information prescribed by ESRS S1-11 for the first year of preparation of
its Sustainability Statement as per the ESRS 1. Besi intends to provide greater detail and
expand the data sources used for employees in order to report this metric in 2026 (reporting
on the financial year 2025).
110
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Persons with disabilities
In 2024, we reported 11 employees as persons with disabilities which represented 0.6% of
total employees as of December 31, 2024. The percentage of employed persons with
disabilities is reported across all our operations and is based on the definition of disability
as per local regulations specific to each country where we operate.
Training and skills development
One of Besi’s principal challenges is to attract, motivate and retain skilled workers critical
to our success in a highly competitive semiconductor equipment industry. A key component
of our strategy is training and talent development for which we provide a variety of
educational programs company-wide. In addition, we monitor employee engagement and
satisfaction across all regional operations and conduct surveys to assess our relative
success in such activities. As indicated below, 89% of male employees and 92% of female
employees received annual performance and career development reviews in 2024. Our goal
is to have annual performance and career development reviews for all employees and we
will strive to reach this objective in the next two years.
Gender Performance and Career
Development Reviews* (%)
Male 89%
Female 92%
Other -
Not reported -
Total employees 89%
* Most of our entities conduct performance and career development reviews on an annual basis. However, some entities
conduct such reviews twice a year. To avoid double counting, we only included the first round of performance and career
development reviews at our entities during the reporting period. Although this limits the risk of double counting, there is
a possibility and minor uncertainty that some employees may have had a performance and career development review in
the first round of reviews and not the second or vice versa. We will refine this methodology over the next two years to avoid
such uncertainties in the future.
Gender Average Training Hours
Male 31
Female 27
Other -
Not reported -
Total employees 30
To count average training hours per gender, total number of training hours completed by
employees per gender category divided by the total number of employees measured as
headcount per gender category.
Health and safety
All Besi production and R&D sites have quality, environmental, health and safety (“QEHS”)
officers and committees and a health and safety management structure. These committees
have representatives from each department responsible for the inspection, enforcement
and promotion of QEHS matters in the workplace. QEHS inspections are conducted
quarterly to identify and address any potential unsafe acts or conditions. Employees also
regularly receive QEHS training. Our facilities in Austria, China, Malaysia, Singapore,
Switzerland and our Meco facility in the Netherlands are ISO 45001 compliant. We expect
our Duiven, Netherlands facility to be ISO 45001 compliant and certified by the end of 2025
and our Vietnam facility (which became fully operational in 2024) to be certified during the
next few years. In total, 89% of our employees were covered by a Health and Safety
standard as of December 31, 2024.
There was not a work-related ill health case reported in 2024. In addition, there were no
legal proceedings related to health and safety incidents in 2024. It should be noted that
this covers Besi’s employees and non-employees.
Incidents in the workplace:
2020 2021 2022 2023 2024
Incidents in the workplace 0 5 6 3 2
Working hours (in millions)* 3.0 3.9 3.5 3.5 3.7
Incidents per million hours - 1.27 1.71 0.86 0.54
* Working hours were calculated by multiplying number of working days quarterly reported by our operations by eight
representing the standard number of working hours per day.
In 2024, Besi reported 0.54 incidents per million working hours, a 57% reduction versus
2021. Number of days lost due to incidents in the workplace is two.
Pay gap and total remuneration
The gender pay gap is calculated as the difference between average male and female
hourly salaries and is expressed as a percentage. In calculating Besi’s gender pay gap, we
considered the gross hourly pay of all Besi employees across all levels and regions.
Employees considered for this analysis were determined based on payroll data from
October 2024 excluding interns and those who left Besi prior to such date. All salaries in
local currency were converted into Besi's reported currency (euro) by using October month-
end exchange rates.
111
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Besi’s gender pay gap as of October 31, 2024 was 23% largely due to an underrepresentation
of female employees in the highest paid R&D and engineering positions of the semiconductor
assembly equipment industry. We strive to work towards gender pay equality across all
areas and levels of our business.
To calculate the remuneration ratio, Besi considered the same scope of employees and
measured remuneration using the following criteria:
• Base salary, which is the sum of guaranteed, short-term and non-variable cash
compensation.
• Benefits in cash, which is the sum of the base salary and cash allowances, bonuses,
commissions, cash profit-sharing and other forms of variable cash payments.
• Benefits in kind, such as cars, private health insurance, life insurance and wellness
programs.
• Direct remuneration, which is the sum of benefits in cash, benefits in kind and the total
fair value of all annual short- and long-term incentives.
The annual remuneration ratio between the CEO and the median employee as of October
31, 2024 was 382.
Incidents, complaints and severe human rights impacts
During 2024, there were no reported incidents (0), or severe human rights impacts (0)
related to discrimination on the grounds of gender, racial or ethnic origin, nationality,
religion or belief, disability, age, sexual orientation or other relevant forms of discrimination.
There were no whistleblower cases reported in 2024. There were two (2) complaints filed
through our HR teams related to working relations. All cases were resolved through
discussion with the involved parties. There were no fines or penalties associated with the
reported complaints.
Workers in the value chain
Strategy
Please see the sections Strategy, business model and value chain and Double Materiality
Assessment to understand how Besi considers the views of its stakeholders through
multifaceted dialogue. Engagement with stakeholders in the value chain is conducted
through supplier interviews during which different topics related to workers in the value
chain are discussed.
In mapping our stakeholders, it was assumed that Besi has a large impact on, and is
impacted by, workers in the value chain. The completion of our Double Materiality
Assessment resulted in the following material impacts, risks and opportunities being
deemed material for workers in our upstream value chain: Human Rights, Working
Conditions and Health and Safety. Such material impacts, risks and opportunities are
relevant to personnel employed by all Besi’s suppliers.
Besi's suppliers can be categorized as follows:
• Product-related suppliers: Provide materials, equipment, parts and tools used to
produce our systems including fabrication parts suppliers, complete module suppliers
and vendor part suppliers.
• R&D suppliers: Suppliers who operate primarily in the high-tech industry and engage
highly skilled staff.
Our material topics are relevant to all product-related and R&D suppliers. Many of Besi’s
product-related suppliers operate in Asia and are more exposed to larger risks related to
forced labor, child labor and other human rights issues as compared to our R&D suppliers.
Product-related workers are particularly vulnerable to negative impacts due to the nature
of their work. For instance, employees who are involved in the creation of fabricated parts
have a higher exposure to health and safety-related negative impacts. In addition, certain
geographies such as Singapore rely on migrant workers who may have a higher exposure to
negative human rights-related impacts. However, it should be noted that most of our
direct suppliers and customers are positioned in the front-end of the semiconductor
equipment industry value chain. As a result, they are less likely to be exposed to high-risk
business segments with regards to Human Rights, Working Conditions and Health and
Safety.
Besi and many of its suppliers involved with advanced automation and high precision
solutions and systems operate in a specific market segment reliant on R&D activity and
engagement with a skilled workforce. Therefore, many of our R&D suppliers engage highly
skilled workers who tend to be better protected against human rights-related negative
impacts including secure working conditions and favourable health and safety practices.
112
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
However, we consider those supply chain workers who perform supporting functions and
are not directly involved in R&D activities to have a potential exposure to such negative
impacts.
From a long-term value creation perspective, a scalable, sustainable, and responsible
supply chain is essential for us to become the world’s leading supplier of semiconductor
assembly equipment for advanced packaging applications. In order to assess and manage
supply chain risks, we regularly conduct suppliers’ assessments through active
engagement including an RBA self-assessment questionnaire, on-site supplier audits and
supplier ESG ratings. Such assessments enable us to understand and identify key risks
related to sustainability in our upstream value chain and allow us to define and implement
action plans to manage such risks.
A description of the material risks and opportunities arising from impacts and dependencies
associated with workers in the value chain is provided in the DMA. Key risks include non-
compliance with human rights-related regulations and policies, health and safety-related
regulations and employment term regulations in the supply chain which could result in the
interruption of critical supplies and services and a reduction of our suppliers' products
quality.
There is the potential for Besi to have a material negative human rights impact in its value
chain, although none has been identified. Therefore, we commit to ensuring that Besi’s
suppliers adopt sustainable business practices by outlining our expectations in policy
documents, engaging with suppliers on a frequent basis and by conducting audits.
Policies related to value chain workers
We have the following policies in place to promote a sustainable supply chain and allow us
to manage the impacts, risks and opportunities related to workers in our upstream value
chain: a Sustainability policy, a Supplier Code of Conduct (based on the code published by
the Responsible Business Alliance (“RBA”)), and a Human Rights policy. Please refer to our
Whistleblower procedure and Grievance procedure for more details designed to identify
and prevent any form of harassment and/or violence in our operations and value chain,
and, more specifically, how to provide remedies for human rights impacts. We expect our
suppliers to provide their workers with fair compensation including overtime pay and
benefits that, at a minimum, meet requisite legal standards. Besi’s Supplier Code of
Conduct is based on international norms and standards including the Universal Declaration
of Human Rights, International Labor Standards and the OECD Guidelines for Multinational
Enterprises. Our Supplier Code of Conduct and Human Rights policy explicitly address
trafficking in human beings, forced labor or compulsory labor and child labor with respect
to value chain workers. Our Supplier Code of Conduct has been created in accordance with
RBA requirements since 2018. In addition, we seek to align our operations and supply chain
with the Restriction of Hazardous Substances (“RoHS”) directive.
There have been no reported violations of Besi’s Supplier Code of Conduct and Human
Rights policy via our whistleblowing channels or supplier audits. Besi’s policies cover all
value chain workers with particular relevance to the employees of our supply chain
vendors:
Supplier Code of Conduct
Our Supplier Code of Conduct outlines the standards we expect our suppliers to meet in
areas such as human rights, product quality, health and safety and the environment. We
also ask our suppliers to request that their own suppliers understand and promote Besi’s
Supplier Code of Conduct.
Besi expects suppliers to maintain sound business operations and provide full disclosure
of management policies according to the RBA, formerly the Electronic Industry Citizenship
Coalition ("EICC"). The Code of Conduct establishes standards to ensure (i) safe working
conditions in the electronics industry or industries in which electronics are a key
component, including their related supply chains, (ii) that workers are treated with respect
and dignity and (iii) that business operations are environmentally responsible and
conducted ethically. Besi expects that the supply chains of its suppliers comply with the
same standards. Fundamental to adopting the Code is the understanding that a business,
in all of its activities, must operate in a sustainable manner and in full compliance with the
laws, rules and regulations of the countries in which it operates. If, however, there are
differing standards between the RBA Code and local law, the RBA defines compliance as
meeting the more strict requirements of the two. In alignment with the UN Guiding
Principles on Business and Human Rights, the provisions in this Code are derived from and
respect internationally recognized standards including the ILO Declaration on Fundamental
Principles and Rights at Work and the UN Universal Declaration of Human Rights.
Human Rights policy
Besi’s Human Rights policy applies to all Besi workforce, including senior management.
The policy has been approved by Besi’s Supervisory Board. We also expect our suppliers,
contractors and business partners to uphold similar principles and monitor any human
rights topics relevant to their business. Besi’s Human Rights policy follows provisions of
the key international human rights standards such as the ILO Declaration on Fundamental
Principles and Rights at Work and the UN Declaration of Human Rights, the UN Global
Compact and the OECD Guidelines for Multinational Enterprises.
113
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
We also pay attention to the local laws and relevant jurisdictions in the countries in which
we and our supply chains operate following international human rights regulations and
standards. Besi’s Human Rights policy specifically prohibits forced and child labor. To this
end, we strictly prohibit human trafficking and the use of forced, bonded or child labor in
any of our operations and business activities. We also adhere to the minimum age
requirements as established by the ILO and local regulations in each country. We
implemented a Whistleblower procedure and Grievance procedure to identify any potential
issues related to human trafficking and the use of forced and child labor as well as other
human rights issues. We collaborate with suppliers wherever possible to address any
adverse impacts on children’s rights if such risks are identified in our supply chain.
Besi is committed to using any leverage at its disposal to identify and mitigate potential
negative human rights impacts in its operations and supply chain. In accordance with the
UN Guiding Principles on Business and Human Rights and OECD Due Diligence Guidance for
Responsible Business Conduct, we aim to (i) implement responsible business conduct into
our policies and procedures, (ii) identify and assess potential human rights issues, (iii)
prevent human rights issues and/or implement mitigation measures, (iv) track the
efficiency of our mitigation measures and (v) be transparent in the communication of any
human rights issues.
Besi’s supply chain has a relatively higher probability of human rights issues than our
downstream value chain. We manage risks related to our suppliers by carrying out a
systematic audit of their policies, practices and performance. Suppliers are expected to
meet the requirements of the Supplier Code of Conduct based on RBA requirements. In
addition, we conduct responsible procurement programs to ensure that suppliers are well
informed about Besi’s human rights standards including engagement, assessment, right
to audit and obligation to remedy critical non-compliances. We regularly conduct supplier
assessments to identify any sustainability and human rights related issues. Further, we
conduct training sessions with our suppliers each year to update them on our sustainability
requirements.
We commit to provide appropriate forms of remediation in cases where Besi has directly
caused or contributed to any negative human rights impact.
Sustainability policy
Our Sustainability policy covers Besi’s ambition to collaborate with its value chain and
improve our industry’s long-term sustainability. Besi is committed to improving the
sustainability of its supply chain through the following principles and initiatives:
• We adhere to high ethical standards in our business and commit to ensure that we are
not complicit in any human rights violations. We expect the same from our suppliers.
• We work with our suppliers to develop a sustainable supply chain incorporating supplier
and performance management assessments.
• We aim to maintain a mutually beneficial, long-term relationship with our suppliers
based on mutual trust and integrity in compliance with applicable laws.
• We prioritize local sourcing and strategic purchasing.
• We conduct supplier sustainability assessments which provide a comprehensive
overview of sustainability-related topics such as environmental impact reduction, social
issues such as working conditions and human rights and the promotion of high standards
of business conduct.
• We have adopted the RBA Code of Conduct which sets out key social principles for which
we expect supplier acknowledgement and compliance. We are working on further
enhancements to our policies and procedures in order to improve the sustainability of
our supply chain.
Value chain worker engagement
Engagement occurs directly with Besi’s suppliers through various avenues:
• Consultative stakeholder engagement interviews and meetings on a regular basis which
aids evaluation of our mitigation actions.
• Informative annual sustainability briefing roadshows during Supplier Days.
• Training sessions and the sharing of sustainability-related knowledge during audits.
Sessions with suppliers aim to inform the supplier’s employees about the impacts of their
actions and decision making relative to the environment, society and business operations.
Such channels are therefore used primarily to engage directly with Besi’s upstream value
chain workers and their legitimate representatives and to ensure the effectiveness of our
engagement with workers. We evaluate suppliers by means of a quarterly business review
process under which we regularly conduct performance reviews and key supplier audits.
We also conduct a sustainability assessment survey that poses questions related to Besi’s
key sustainability pillars including questions with respect to Human Rights, Working
Conditions and Health and Safety. The effectiveness of our engagements is measured
through supplier audits to help verify compliance with our objectives and to reduce the risk
of a negative impact on Besi’s value chain workers. In addition, such engagements support
our strategy to mitigate the risks associated with our value chain workers by providing
insight as to our high-risk suppliers who do not have mitigation actions in place.
114
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Besi’s Board of Management is responsible for ensuring that supplier engagement occurs
with the VP Strategic Supply Chain Management having day-to-day operational
responsibility for value chain worker engagement. Besi signed a General Work Agreement
("GWA") and General Procurement Contract ("GPC") with 77% of its Purchasing Volume
(“PV”) in 2024 which includes alignment with the RBA Code of Conduct. In 2024, 68% of our
total PV completed the RBA self-assessment questionnaire and 64% of our total PV was
audited.
Although Besi aligns its practices with global frameworks such as the RBA and the UN
Global Compact, it is not a member of these organizations. In 2024, Besi achieved silver
status with the RBA which is externally audited and accredited.
Processes to remediate negative impacts and channels for value chain workers to raise
concerns
Please refer to the Governance section for more information on how workers in the value
chain can use our Whistleblower procedure and Grievance procedure.
We acknowledge the importance of accessible grievance mechanisms and remediation. We
have implemented a Whistleblower procedure and Grievance procedure available to any
stakeholders interested in reporting any potential human rights violations. We assist our
value chain worker representatives in effectively communicating the availability of such
channels to their workforce through our supplier engagement. All reported concerns are
reviewed with appropriate action taken in response to each reported concern. We commit
to provide appropriate forms of remediation in cases where Besi has directly caused or
contributed to a negative impact on workers in the value chain such as via the seven-step
process included in the Grievance procedure:
• Submission of complaint.
• Admission and acknowledgement by Ethics Counselor upon receipt of complaint.
• Assessment of grievance which respects the right of the complainant to be anonymous
and to submit the complaint in good faith.
• Conclusion by Ethics Committee on the resolution of the grievance.
• Appeal from complainant if not satisfied with the resolution of the grievance.
• Action implemented based on the conclusion of the Ethics Committee with a timeline
and responsible parties assigned.
• Complaint closed once the complainant has accepted the outcome or the appeal process
is complete.
Workers in the value chain actions and resources
As outlined in the Risk Management section of the Annual Report, human rights risks are
captured in our annual risk assessment including how such risks could impact Besi’s
strategy and business operations. In recent years, we have significantly expanded our
production, engineering and supply chain capabilities in Asia (Malaysia, China, Singapore
and Vietnam) to increase our local presence and operational efficiency. Asian personnel
represented 68% of our total headcount at year end 2024. Further, revenue from Asian
customers represented approximately 67% of consolidated revenue in 2024. As a more
active Asian participant, we operate in countries that, according to international human
rights and corruption indices, are perceived to be higher risk relative to our European
operations. In addition, the expansion of Besi’s operations could potentially expose us to
the risk of fraud or bribery in our supply chain activities. With respect to human rights, we
follow the RBA Code of Conduct both in our production facilities and supply chain. The RBA
Code of Conduct includes labor standards concerning:
• Freely chosen employment.
• Young workers.
• Working hours.
• Wages and benefits.
• Humane treatment.
• Non-discrimination/non-harassment.
• Freedom of association.
115
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
A description of the potential material impacts on value chain workers and actions to
mitigate negative impacts is provided in the table below. Besi has potential negative
impacts from topics related to human rights, working conditions and health and safety
based on the DMA. Given that we do not have actual negative impacts, we focus mainly on
the implementation of policies and supplier engagement to proactively prevent any
negative impacts. To monitor the effectiveness of the below preventative actions, Besi
conducts quarterly supplier reviews and follow-ups. In addition, we regularly conduct
performance assessments and key supplier audits, engage suppliers to respond to the
RBA Self-Assessment Questionnaire to help identify their social, environmental and
human rights related activities and risks in our supply chain and implemented a
Whistleblower procedure and Grievance procedure to ensure the communication and
remediation of all actual and potential issues:
Place in the
value chain
Sustainability
topic
Description of impact Description of risk or opportunity Preventative actions to mitigate potential negative impacts
and mitigate material risks
Supply chain Human rights The majority of Besi's suppliers are
located in Asia where a potential
negative impact on the suppliers'
workers might occur due to human
rights violations such as violence and
harassment in the workplace, child
labor and forced labor.
Reputational risk of non-compliance with
regulations and policies related to human
rights and potential employment risks in the
supply chain.
Implementation of:
• GWA and GPC with reference to the RBA Code of
Conduct which we sign with our suppliers.
• Conflict Free Sourcing Initiative setting requirements
on conflict minerals found in the Democratic Republic
of Congo associated with human rights violations.
• Supplier training on Besi’s sustainability requirements
including topics such as human rights, working
conditions and health and safety.
• Besi policies applicable to our value chain workers,
specifically our Sustainability policy, Human Rights
policy and Supplier Code of Conduct setting the
standards expected from our suppliers in areas such as
human rights, product quality, health and safety and
the environment.
• Supplier self-assessments and audits to ensure
compliance with the above policies.
Working
conditions
The majority of Besi’s suppliers are
located in Asia where a potential
negative impact on the suppliers'
workers might occur due to a lack of
secure employment, working time,
adequate wages, work-life balance,
training and skills development.
The risk of non-compliance with employment
terms regulations and/or materialization of
employment risks in the supply chain
resulting in interruption of critical supplies
and services and reduction of product quality
from suppliers.
Health and
safety
Potential negative impact on Besi’s
supply chain workers due to violations
of health and safety regulations
resulting in an increased number of
health and safety incidents.
Risk of legal or regulatory sanctions,
financial loss or reputational damage caused
by a failure to comply with health and safety
related regulations and/or the failure to
implement practices for employee health
and safety and/or the materialization of
health and safety risks resulting in liabilities
and reputational risk.
116
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
We do not observe severe human rights impacts in the upstream value chain. We allocate
resources to manage material impacts on value chain workers and to prevent or mitigate
material risks such as (i) hiring Human Resources and sustainability specialists, (ii)
publishing several internal and external policies (such as the Human Rights policy), (iii)
engaging consultants to support any data or knowledge gaps and (iv) ensuring that our
methodology relative to the assessment and management of material topics, policies,
procedures and targets is consistent with international standards and regulations. We are
yet to engage with suppliers on the availability and effectiveness of our processes that
provide or enable remedy in the event of material negative impacts given that the Grievance
procedure was only introduced in 2024 but plan to do so after the first year of
implementation.
In 2024, 80 suppliers were responsible for approximately 80% of Besi’s total Purchase
Volume ("PV"). The number of supplier performance reviews and audits represented 64% of
our total PV, a 1% increase versus 2023. Engagement with suppliers also resulted in
additional progress on sustainability topics in 2024. Our Malaysian and Chinese operations
continued a more comprehensive engagement strategy with suppliers this year through a
sustainability briefing roadshow, training sessions and the sharing of sustainability-
related knowledge whose primary purpose was to deliver positive impacts for value chain
workers. In 2024, Besi integrated sustainability criteria into its Supplier Quarterly Business
Review ("QBR") scorecard and assigned such criteria a 10% weighting in the final
performance review of the year. In addition, sustainability assessments have been
incorporated into the annual audits of key suppliers since 2023. Both the QBR and the
annual audits are validated onsite and through desktop assessments to ensure compliance.
Following such assessments, suppliers are categorized into risk categories and are
required to develop an improvement plan based on the feedback provided with active
involvement from their senior management to ensure effective implementation. Such
assessments provide Besi with the information needed to assess the effectiveness of our
engagement in delivering outcomes for value chain workers.
In 2024, Besi APac also conducted an IT Risk Survey which received responses from 131
suppliers. The purpose of this survey was to assess the risk profile of our key suppliers
with a focus on the governance of issues such as data protection, regulatory compliance
and data breach risk management. The survey responses were analyzed by Besi’s IT
Security team which led to the categorization of suppliers into different risk levels.
Following the survey, two IT security sessions were organized to ensure that key suppliers
remained at manageable risk levels. As such, these sessions aimed to prevent Besi’s data
usage from causing or contributing to any negative impacts on its value chain workers.
Metrics and targets
Besi has an indirect impact on the workers in our supply chain through the business
relationships with our suppliers. As such, we have set targets measuring the commitment
of our suppliers to follow best international practices associated with environmental and
social topics and to track their performance and progress on such topics. Specifically, we
measure:
• PV signing the GWA/GPC which contains requirements to follow the RBA Code of Conduct
and Besi’s material impacts, risks and opportunities related to non-discrimination,
forced labor, child labor, working hours, fair compensation, health and safety and
environmental performance. Such requirements are based on internationally recognized
standards including:
• OECD Guidelines for Multinational Enterprises.
• UN Guiding Principles on Business and Human Rights.
• ILO Declaration on Fundamental Principles and Rights at Work.
• ILO Fundamental Conventions.
• UN Universal Declaration of Human Rights.
• PV responding to the RBA self-assessment questionnaire including the supplier self-
assessment for Besi’s material impacts, risks and opportunities related to non-
discrimination, forced labor, child labor, working hours, fair compensation, health and
safety based on the above-mentioned internationally recognized standards.
• PV audited which is based on supplier audits conducted by Besi’s team including (but not
limited to) all the above-mentioned topics involving our impacts, risks and opportunities.
Supplier audits include several steps such as a review of suppliers, self-assessment
data, site visits, the discussion of relevant topics, recommendations for improvement
and tracking improvements.
• PV to sign the Conflict-Free Sourcing Initiative which involves a commitment to comply
with the international CFSI industry standard requirements for conflict minerals (coltan,
cassiterite, gold, wolframite) found in the Democratic Republic of the Congo associated
with human rights violations and labor and environmental abuses in the region.
117
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
In order to manage actual and potential material impacts, risks and opportunities relative
to our upstream workers in the value chain, Besi has set the following targets as a means
of identifying and mitigating any potential risks:
Target Type of
target
Baseline
year
Baseline
value
Target for
the year
2024
Target for
the year
2030
PV to sign GWA or GPC
absolute 2021
64% 77% 85%
Code of Conduct self-assessment
questionnaire signatories
63% 75% 85%
PV audited 59% 70% 75%
PV to sign Conflict-Free Sourcing
Initiative
66% 73% 80%
2024 represented the first year for which Besi implemented a reporting framework based
on ESRS requirements. Over the next two years, we will work further to set the other
targets addressing our material impacts, risks and opportunities. In order to set the
current targets, Besi considered:
• The goals defined in Besi’s overall strategy and Sustainability policy to create long-term
value for our stakeholders and operate our business in a sustainable way, respecting the
environment, our own employees and society more broadly.
• Factual data related to the supply chain indicators collected and reported since 2019.
• Recommendations of the Semiconductor Sustainability Accounting Standards as
prepared by the Sustainability Accounting Standards Board.
• An assessment of strategies from Besi’s peers related to the workers in the value chain
sub-topics.
• Stakeholders’ views on the importance for our business of the workers in the value chain
sub-topics.
• Results of the previous materiality assessment conducted in 2020.
In setting such targets, Besi engaged directly with stakeholders, including legitimate
supply chain worker representatives, during the materiality assessment process conducted
in 2020 and 2021 which enabled us to prioritize topics of importance. To this end, supply
chain worker views were considered when setting such targets. Besi’s performance against
its sustainability targets is communicated during our annual supplier days, in which
legitimate supply chain worker representatives can provide feedback to the Management
Team. Our audits and regular meetings with suppliers also help us identify any necessary
lessons or improvements based on the results of our performance. With respect to our
approach, we realize that it is unlikely that 100% of our PV will align with all the initiatives
above. As such, we will develop an engagement plan for any PV not aligned with the RBA
Code of Conduct agreements and not conducting self-assessments which will include:
• Categorization of the suppliers into risk groups.
• Development of an engagement plan for each risk group.
• Review of supplier relationships based on the results of the engagement.
Progress against targets
We have made progress against all indicators as detailed below:
PV TO SIGN GENERAL WORK AGREEMENT OR GENERAL PROCUREMENT CONTRACT
61%
64% 64%
76%
77% 77% 77%
85%
80%
% of PV
General Work Agreement (“GWA”) or
General Procurement Contract (“GPC”) Signatories
100
50
0
Target
2019 2020 20222021 20242023 20302024 2026
The percentage of PV which signed a GWA or GPC Signatories increased from 76% in 2023
to 77% in 2024. We have set a milestone and target of 80% and 85% by 2026 and 2030,
respectively.
PV TO SIGN CODE OF CONDUCT SELF-ASSESSMENT QUESTIONNAIRE
62%
62%
63%
66%
85%
75% 75%
62%
% of PV
Code of Conduct Self Assessment Questionnaire (“SAQ”) Signatories
100
50
0
Target
2019 2020 20222021 20242023 20302024 2026
68%
The percentage of PV which answered the RBA Code of Conduct Self-Assessment increased
from 66% in 2023 to 68% in 2024 marking further progress in our supply chain engagement.
We have set a milestone and target of 75% and 85% by 2026 and 2030, respectively.
118
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
PV AUDITED
42%
61%
59%
63% 63%
64%
75%
70% 70%
% of PV
Audited Suppliers
100
50
0
Target
2019 2020 20222021 20242023 20302024 2026
We measure the percentage of PV which has been audited by us as part of Besi’s due
diligence program for materials with potential human rights impacts. Besi has set a
milestone and target for 70% and 75% of its suppliers to be audited by 2026 and 2030,
respectively. In 2024, the number of supplier performance reviews and audits was 64% of
our total PV, a 1% increase versus 2023.
PV TO SIGN CONFLICT-FREE SOURCING INITIATIVE
65%
66%
64%
71%
72%
73%73%
80%
75%
% of PV
Conflict Free Sourcing Initiative (“CFSI”) Signatories
100
50
0
Target
2019 2020 20222021 20242023 20302024 2026
The percentage of PV which are Conflict Free Sourcing Initiative Signatories increased from
71% in 2023 to 72% in 2024. We have set a milestone and target of 75% and 80% by 2026
and 2030, respectively.
Governance
Business Conduct
Governance
Please refer to the Governance of sustainability section for more information on the role
and expertise of the Administrative, Supervisory and Management bodies.
As described further in this section, the Supervisory Board has oversight function over
Besi’s business conduct-related policies and procedures. The Board of Management has
responsibility for setting the Company’s business conduct framework as well as its
implementation and execution which includes approving appropriate corrective measures
for the Whistleblower procedure and Grievance procedure. Day-to-day responsibility for
the oversight of business conduct impacts, risks and opportunities resides with the SVPs
and facility management in their respective departments and locations.
Impact, risk and opportunity management
Please refer to the Double Materiality Assessment for more information on the process to
identify material impacts, risks and opportunities relative to business conduct. Specifically
with regards to business conduct, the following criteria were assessed:
• Location: The countries in which Besi operates are located in Europe (R&D and design
offices in the Netherlands, Austria and Switzerland), Asia (production facilities in China,
Malaysia and Vietnam) and sales and support offices across the globe (including
Singapore, China, Philippines, Korea, Taiwan and the United States).
• Activity: The development, manufacturing, marketing, sales and service of semiconductor
assembly equipment for the global semiconductor and electronics industries.
• Companies involved in the semiconductor sector:
• Upstream suppliers include fabrication parts suppliers, complete module suppliers,
vendor part suppliers and service suppliers.
• Customers include primarily leading multinational chip manufacturers, assembly
subcontractors and electronics and industrial companies. Customers are either
independent device manufacturers (“IDMs”) which purchase our equipment for internal
use at their production facilities or foundries and subcontractors which purchase our
equipment to assemble packages for third parties on a contract basis.
Policies related to business conduct
We acknowledge the importance of good governance, the most important elements of
which are transparency, independence and accountability. An environment in which these
elements are managed well can be the basis for long-term value creation. We also foster
a diverse and inclusive culture in all layers of the organization. Besi’s business strategy
includes the development of our business in a sustainable way with respect to the rights
of our employees and other stakeholders.
119
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
In order to develop and promote this governance and corporate culture, Besi has an
Sustainability policy, Code of Ethics for Senior Financial Officers, Diversity and Inclusion
policy, Code of Conduct, Anti-Corruption and Bribery policy, Whistleblower procedure and
Grievance procedure (all of which are available on our website) to guide employees, workers
in the value chain and other stakeholders’ activities and to set out the responsibilities,
procedures and support functions in reporting violations. In addition, we have internal
policies such as No-Gift and Limited Entertainment policy and Conflict of Interest policy
intended to provide additional guidance for our employees. Additional information
regarding the Diversity and Inclusion policy is detailed in the Social section. We also
provide mandatory training to employees regarding such issues to ensure they are aware
of our standards and their responsibilities with respect to ethical issues. To this end, all
new employees are required to sign the Code of Conduct and all employees undertake
training on an annual basis. The training includes key topics in Besi’s Code of Conduct,
Whistleblower procedure, No-Gift and Limited Entertainment policy and Conflict of
Interest policy. All the above elements contribute to the development of Besi’s corporate
culture. More details on the contents of these initiatives and policies are set forth below:
Sustainability policy
The Sustainability policy aims to address the material topics involved in our business in
alignment with our long-term value creation strategy for stakeholders while conducting
our business in a sustainable way, respecting both the environment and society. This
policy has been approved by Besi’s Supervisory Board and applies to all our operations in
all geographies. It also sets key environmental, social and governance principles of Besi’s
relationships in our value chain including Besi’s suppliers and customers.
Following good governance principles is considered of the utmost importance for the
success and continuity of Besi’s business. We conduct our business with high ethical
standards and are committed to eliminate any corruption and bribery cases in our
operations and value chain. We carry out business conduct trainings for our employees and
work to communicate our business conduct principles to our suppliers and customers. We
are committed to the investigation of any incidents related to business conduct promptly,
independently and objectively:
Ethics and corporate culture
We ensure that all our business is conducted according to high ethical and professional
standards. We actively seek compliance with applicable laws and regulations in the
countries and regions where we operate and, whenever possible, try to go beyond such
standards.
Engagement with employees and external stakeholders
Continuous stakeholder engagement, in which we embrace open dialogue and knowledge
sharing, is important for an innovation-driven industry. It also helps us identify areas for
improvement. We communicate with all our stakeholder groups about their topics of
concern. We respect the right of our employees to exercise their freedom of association by
cooperating with the bodies and institutions that our employees collectively choose to
represent them.
Political involvement
Besi is committed to not make any contributions or donations to candidates or political
parties in any of the countries in which it operates. We respect our employees’ freedom of
expression and rights to participate individually in the political process and to support
candidates and political parties of their choice.
Code of Conduct
Besi’s Code of Conduct outlines our objective to become the world‘s leading supplier of
semiconductor assembly equipment for advanced packaging applications and to exceed
industry average benchmarks of sustainable long-term financial performance. The Code of
Conduct outlines our values which are the essence of our corporate attitude and provides
us direction when resolving conflicting situations:
• Respect: We cherish the richness and diversity of cultures in our organization. We
promote an open culture in which we respect each other’s opinion, feel free to discuss
our concerns and give and receive feedback. We respect the promises we make to each
other, to our business partners, to our customers and to our other stakeholders.
• Unity: Performing in unity gives us a competitive advantage. We will optimally utilize the
synergy in our activities when we work together and share knowledge.
• Customer focus: We provide relevant and innovative product solutions and services to
the marketplace that meet our customers’ needs and exceed our customers’
expectations.
Further, the Code of Conduct specifically states that we will conduct our business in a fair
and competitive manner within the existing legislative framework. Anti-trust and
competition laws are designed to promote fair and open competition by prohibiting unfair,
restrictive or collusive business practices. It is our policy to comply fully with all such laws.
In no circumstances will we put our competitors at a disadvantage in any way that is
contrary to existing anti-trust and competition laws. Each employee and Management
Team member must pass a Code of Conduct training to ensure that all employees are
aware of Besi’s corporate values.
120
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Our long-standing commitment to diversity and inclusion is also reflected in our core
values, particularly that of “respect”, as described in our Code of Conduct where: “we
cherish the richness and diversity of cultures within our organization”.
Code of Ethics for Senior Financial Officers
The Code of Ethics for Senior Financial Officers applies to the principal financial officer and
all senior financial officers of Besi and its subsidiaries. This Code of Ethics for Senior
Financial Officers supplements the Code of Conduct which applies to all Besi employees.
This code is intended to further promote honest and ethical conduct and full, fair, accurate,
timely and understandable disclosure in reports prepared by Besi in compliance with all
applicable laws, rules and regulations. Although it is the responsibility of Senior Financial
Officers to comply with these expectations, the Supervisory Board shall be responsible for
determining whether such transaction or relationship constitutes a conflict of interest. In
addition, any waiver of this Code or any change to this Code may be made only by Besi’s
Supervisory Board in writing and will be disclosed as required by law or stock exchange
regulation.
The Code of Ethics also sets out the expectations of Senior Financial Officers with respect
to the following topics:
• Conflicts of Interest.
• Compliance with Government Rules and Regulations.
• Honest and Ethical Conduct and Fair Dealing.
• Accuracy of Books, Records and Public Reports.
• Reporting and Compliance Procedures.
Whistleblower procedure
We monitor employee engagement and satisfaction across all regional operations and
conduct surveys to assess our relative success in such activities. The Whistleblower
procedure applies, and has been provided to, all employees and is published on Besi’s
website. In addition, the Whistleblower procedure accommodates reporting by external
stakeholders. Internal and external stakeholders have the responsibility to comply, and
ensure compliance, with the Code of Conduct. This includes the responsibility to notify a
Suspicion of Misconduct or a Suspicion of Infringement of EU law. We will treat each
notification of a Suspicion of Misconduct or a Suspicion of Infringement of EU law seriously
and will follow it up carefully and with discretion.
All employees have the responsibility to raise any concerns and are strongly encouraged to
raise any questions. Such concerns and questions will be treated in confidence. All
information that is provided by employees is valued. Retaliation or discrimination for doing
the right thing by notifying a Suspicion of Misconduct or a Suspicion of Infringement of EU
law in good faith is strictly forbidden. Making a notification in good faith requires that the
whistleblower act with due care. The recipients of such reports and concerns are
experienced professionals who in some cases have received official training such as those
who are certified auditors. We strive to ensure that the notifier’s reputation or relationship
with their fellow employees or the Company will not be adversely affected for doing the
right thing.
During and after the notification process, the whistleblower’s privacy will be respected.
Any issues that the whistleblower raises will be treated confidentially and will only be
communicated on a need-to-know basis. They also have the right to require that their
identity is kept anonymous. In such a case, any report to third parties will not include the
whistleblower’s personal information. The whistleblower is also required to treat the
notification made in a confidential manner and has the right to remain updated of the
notification process. All protection measures comply and are in accordance with the Dutch
Whistleblowers Act, which transposes Directive (EU) 2019/1937 of the European Parliament
and of the Council (Whistleblowing Directive).
Grievance procedure
In 2024, Besi implemented a Grievance procedure that applies to all Besi’s employees,
contractors, sub-contractors, consultants, interns and temporary workers. It also applies
to our suppliers’ employees and other workers in our value chain as well as to the other
stakeholders who have business relationships with Besi or an interest in improving Besi’s
business. Since this is a new procedure that was only introduced to Besi’s stakeholders in
2024, we will engage with our suppliers, their employees and relevant employee
representatives to ensure that the procedure has been effectively communicated and that
the employees of Besi’s suppliers are aware of and trust our Grievance procedure.
As outlined in the Grievance procedure, Besi follows a 7-step process for providing, or
contributing to, a remedy where it has caused or contributed to a material negative impact
on employees, value chain workers or other stakeholders. Employees are encouraged to
resolve grievances informally by discussing the issue with their supervisor/manager.
However, if the grievance cannot be resolved informally, the complainant can submit a
formal grievance via email or call a phone number to the Ethics Counselor at Besi.
Once a grievance is submitted, there is a protocol that the Company follows while
conducting an assessment of the scale and nature of the reported issue, as described in
the Grievance procedure. After completion of the assessment, the Ethics Committee will
review the findings of the assessment and decide an appropriate resolution of the
grievance.
121
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Besi is committed to resolve all conflicts in a mutually beneficial way. The Ethics Counselor
will communicate the decision to the complainant detailing the measures and actions to
be taken. If further action is required, a timeline and responsible parties will be assigned.
If the complainant is not satisfied with the conclusion, they may inform the Ethics
Committee with an explanation as to why they disagree with the outcome of the
assessment. The Ethics Committee will then discuss the appeal internally and, based on
each specific case, will provide additional explanations to the complainant or execute
additional investigations to achieve a resolution.
The grievance is considered closed when the resolution has been implemented, complainant
has accepted the outcome or the appeal process is complete. We aim to assess the
effectiveness of the remedy wherever possible for each grievance submitted. We commit
to communicate with the complainant to assess the effectiveness of the implemented
measures if the implementation of the remedy takes a long time.
Stakeholders can notify a Suspicion of Misconduct or Suspicion of Infringement of EU law
through any of the abovementioned channels. Beyond the Whistleblower procedure and
the Grievance procedure, we also use data fraud analytics tools to find potential corruption
and bribery cases. The tools are managed by the internal control team and the results of
the assessments are reported to the Board of Management and the Supervisory Board.
Anti-Corruption and Bribery policy
Besi’s Anti-Corruption and Bribery policy outlines the key principles and standards of
conduct to prevent corruption and bribery and protect Besi’s integrity and reputation. It
aims to ensure compliance with all applicable laws and ethical standards. The Anti-
Corruption and Bribery policy has been approved by the Supervisory Board and is publicly
available on Besi’s website. We strive to promote anti-corruption and bribery practices in
all aspects of our business, including reference to our Code of Conduct and the Anti-
Corruption and Bribery policy in our suppliers’ agreements. We also provide anti-corruption
and bribery training to all our employees. Regular internal audits which form part of the
internal audit plan are conducted to monitor adherence to this policy. Any updates or
changes must be approved by the Supervisory Board.
Following the key principles of this policy, Besi has developed an internal Anti-Corruption
and Bribery Framework which sets guidelines for our operations as to the detection,
prevention, investigation and mitigation of potential corruption and bribery cases. In our
Anti-Corruption and Bribery policy and Anti-Corruption and Bribery Framework, we strive
to follow the principles of the United Nations Convention against Corruption, OECD Anti-
Bribery Convention, Criminal Law Convention on Corruption and other relevant regulations.
Besi has a zero-tolerance approach to any form of bribery and corruption. We are committed
to conducting our business with integrity, transparency, and fairness in compliance with
all applicable laws and regulations. Besi requires that all third parties acting on its behalf
adhere to the principles of this policy. We consider sales and purchasing positions to be of
highest risk in the countries ranking highest on international corruption indices.
Prevention and detection of corruption and bribery
We will not involve ourselves in bribery, payment facilitation, extortion or any other form
of corruption. Employees cannot directly or indirectly pledge a financial benefit to any
person affiliated with a government or an entity controlled by a government to secure or
maintain orders or services. Furthermore, employees are not allowed to use external third
parties to circumvent the ban on corruption.
As described in our Anti-Corruption and Bribery policy, we have implemented the following
steps to prevent, detect and address allegations or incidents of corruption or bribery:
• Record keeping of all transactions and expenses including supporting documentation.
• Reporting and whistleblowing – we have implemented a Whistleblower procedure and
Grievance procedure to raise any concern or suspicions regarding corruption or bribery.
• We conduct periodic anti-corruption and bribery training for all our employees. This
approach ensures that all "functions-at-risk" are covered by anti-corruption and bribery
training. We engage with customers, suppliers and other business partners to make sure
that they are informed of Besi’s Code of Conduct, Supplier Code of Conduct and this
policy. For our supply chain, we sign GWA or GPC referring to the requirements of the RBA
Code of Conduct.
• The Board of Management is updated on a quarterly basis of any violations with regards
to this policy and the Anti-Corruption and Bribery Framework. The Supervisory Board is
informed twice a year. Key outcomes of any investigation are presented in these updates
to both the Board of Management and Supervisory Board if any violations have taken
place.
• Investigators into potential corruption and bribery issues are always separate from the
chain of management involved in the matter.
Supervisory Board members reviewed and approved the Anti-Corruption and Bribery policy
and Besi’s internal Anti-Corruption and Bribery Framework. They also review and approve
any updates or changes related to such policies which is why we consider them well
informed about Besi’s Anti-Corruption and Bribery policy and Framework and the
implications of such documents.
122
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Our Whistleblower procedure is available on Besi’s website. It enables employees and all
other stakeholders to report suspected cases of misconduct. Such cases are investigated
by the internal control team and overseen by the Board of Management which has
responsibility for approving appropriate corrective measures. In some cases, the
Management Team is involved in the investigations if required. After the notification is
investigated and evaluated, the investigation results will be presented to the Board of
Management and local management or only to the Board of Management depending on
the scale and person(s) involved. In case of an internal notification regarding any member
of the Board of Management, the Internal Control Department will consult with the
Chairperson of the Supervisory Board to determine whether it is deemed necessary to
launch an investigation.
Investigations are conducted by the Internal Control Department or the specialized
external party who will prepare a report of their findings with all the facts clearly stated.
All material findings that result from the use of Besi’s internal control and risk management
system for financial and non-financial risks are discussed with the Audit Committee of the
Supervisory Board on a quarterly or semi-annual basis including the status of systems,
procedures and activities to monitor and evaluate risks from fraud, bribery or corruption in
Besi’s operations.
It is Besi’s policy to provide full, fair, accurate, timely and understandable disclosure in all
reports, documents and public communications in order to be fully transparent with all
relevant parties.
Metrics and targets
Although we have implemented policies and procedures designed to help ensure
compliance with all applicable rules and regulations, there can be no assurance that our
employees, partners and other persons with whom we do business will not take actions in
violation of our policies or such rules and regulations.
There were no legal proceedings associated with anti-competitive behavior during the last
five years. In 2024, there were no reported incidents of corruption, no convictions or fines
for violation of anti-corruption and anti-bribery laws and no actual violations or penalties.
We take into account incidents involving actors in the value chain only where Besi or its
employees are directly involved when assessing legal proceedings, incidents of corruption
and convictions or fines for violation of anti-corruption and anti-bribery laws.
123
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
GHG emissions accounting methodology
List of included and excluded Scope 3 categories
Scope 3 categories Included /
Not included
Justification on applicability for Besi
1: Purchased Goods and Services Yes Emissions from the purchased goods and services used for the production of Besi’s systems. The
second largest Scope 3 emissions category for Besi.
2: Capital Goods No Emissions from the purchased goods and services that were capitalized in the reporting year. Not
significant category for Besi. Given that part of capital goods stays within purchased goods and
services, in 2024 we did not calculate GHG emissions associated with this category to avoid double
counting. Moving forward, we will develop methodology to avoid double counting and report this
category separately.
3: Fuel- and Energy-Related Activities Not Included in Scope 1 & 2 Yes Transportation and distribution losses and well-to-tank emissions related to use of energy and
fuels in our operations. Not significant category for Besi.
4: Upstream Transportation and Distribution Yes Upstream transportation and distribution based on GHG Protocol definitions. Not significant
category for Besi.
5: Waste Generated in Operations Yes Emissions associated with processing of waste generated in our operations. Not significant category
for Besi.
6: Business Travel Yes Emissions from business travel such as business flights. Not significant category for Besi.
7: Employee Commuting Yes Emissions from commuting of Besi employees in the countries of our operations. Not significant
category for Besi.
8: Upstream Leased Assets No Not applicable. Emissions associated with our buildings are included in Scope 1 & 2 inventory.
9: Downstream Transportation and Distribution Yes Downstream transportation and distribution based on GHG protocol definitions. Not significant
category for Besi.
10: Processing of Sold Products No Not applicable. We account for categories 3.11 and 3.12.
11: Use of Sold Products Yes Emissions from the electricity use by Besi systems. The largest for Besi Scope 3 category.
12: End-of-Life Treatment of Sold Products Yes End of life treatment of Besi systems. Not significant category for Besi.
13: Downstream Leased Assets No Not Applicable. Besi does not have any assets leased to the other entities.
14: Franchises No Not Applicable. Besi does not have any franchises.
15: Investments No Not Applicable. Emissions from investments are accounted for in category 3.2.
124
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Description of GHG accounting methodology
Our Sustainability reporting and GHG emissions reporting cover all entities belonging to
the scope of the Consolidated Financial Statements (see Note 2, Principles of consolidation
of the Consolidated Financial Statements) excluding some data on energy consumption by
three sales and service offices due to their immaterial significance.
GHG emissions associated with purchased goods and services are calculated using
secondary data such as financial data on the purchase volume of different supply
categories. These emissions account for 36% of the total GHG emissions. The other GHG
emission categories are counted using primary data such as energy consumption, employee
travel, waste generation, logistics data. Thus, percentage of emissions calculated using
primary data is 64%. As described further in the description of GHG accounting methodology,
for certain not very significant categories such as employee travel or waste generated in
operations we apply reasonable assumptions in the absence of more granular information.
Emissions category Description of methodology
Scope 1 Scope 1 emissions are counted based on the data about the use of natural gas, gasoline and diesel collected quarterly in our operations. Emission factors
derived from GHG Protocol using emission factors from Stationary Combustion Tool.
Scope 2 Scope 2 emissions include electricity consumption for our operations globally, centralized heating of our buildings in Besi Netherlands and centralized cooling
of our buildings in Besi Singapore. All data are collected from our operations on quarterly basis.
Location based emissions are counted based on the grid emission factors specific for each country of operations. The factors are based on the energy mix of
each country using www.aib-net.org/facts/european-residual-mix/2023 for European operations and www.ourworldindata.org for the other countries.
For our district heating in Duiven, emission factor is based on data from the supplier.
Marked based emissions are counted based on the recognized market instruments which are available in the countries of our operations and which we
implement to reduce our GHG footprint. For our operations in China, Malaysia and Vietnam, we use RECs from the local hydropower, solar and wind projects.
For our operations in the Netherlands, Austria, Switzerland and Singapore we receive green electricity based on Power Purchase Agreements with our energy
providers.
Scope 3
3.1 Purchased
Goods and Services
For the accounting of category 3.1 we use spent-based method as per GHG Protocol. All Besi’s purchased goods and services are quarterly separated into six
categories per country of purchase: Modules, Vendor Parts, Fabricated parts, Services, Software and Documents. All these categories are mapped to the best
available Emissions Factors available in the country-specific EEIO dataset known as Exiobase. We adjusted spend included in PG&S footprint to resemble
cradle-gate spend, rather than "customer price spend" as recommended by the GHG Protocol. Exiobase emission factors applied to our spent categories are
adjusted for inflation per each country of purchase using the World Bank CPI index.
Spent-based method is allowed by GHG Protocol and is widely adopted, however, this method does not provide a high level of accuracy in the assessment of
emissions. Moving forward we will focus on collecting more granular information with respect to our supply chain emissions.
125
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Emissions category Description of methodology
3.3 Fuel- and Energy-
Related Activities not
included in Scope 1 & 2
We account for Fuel- and Energy-Related Activities not included in Scope 1 or Scope 2 covering well-to-tank emissions from purchased fuels and emissions
from electricity generation and transmission and distribution losses. The basis for the accounting of these emissions is the energy data quarterly collected
from our operations and used for calculation of Scope 1 & 2 emissions. We apply average-data method using UK Government GHG Conversion Factors for
Company Reporting to get emission factors associated with transmission and distribution losses and well-to-tank emissions.
3.4: Upstream
Transportation and
Distribution
Upstream transportation and distribution emissions are counted by distance-based method using the quarterly ton-km logistics data collected from all
operations. Each entity reports upstream internal and external logistics data per type of transportation (air, sea, land, train) using GHG Protocol definitions.
Conversion factors are derived from the GHG Protocol using the GHG Emissions from transport or mobile sources tool.
3.5: Waste Generated in
Operations
We apply waste-type-specific method to calculate emissions from waste generated in operations. Given that this category is not significant for Besi we use
certain assumptions as per GHG Protocol methodology. Waste tonnage data is quarterly collected from all operations, aggregated and tagged by waste type
(hazardous vs. non-hazardous) and disposal type (e.g., recycling, landfill, incineration). However, the breakdown of material(s) (e.g., paper vs. plastics vs.
metals) underlying each waste record is not able to be sourced, given that in some of our Asian operations granular data on waste composition is not fully
available.
UK DEFRA EFs were used for all non-hazardous waste records, as well as hazardous waste that was recycled. Ecoinvent V3.1 EFs were used for hazardous
waste that was disposed of via incineration or landfill.
3.6: Business Travel For this category we collect business travel data from our operations on a quarterly basis and apply distance-based method to calculate this category of GHG
emissions. As most of Besi’s business travel happens by plane, we do not collect other business travel data. The amount of GHG emissions associated with
employee travel by car is negligible relative to GHG emissions associated with plane travel In addition, all employees report on their commuting mileage and
such data is used for the accounting of category 3.7 Employee commuting. To avoid double counting we do not include travel by cars into category 3.6 Business
travel.
We derive emission factors from the GHG Protocol using the GHG Emissions from transport or mobile sources tool.
3.7: Employee Commuting Besi uses the distance-based method whereby the distance traveled via each mode is multiplied by the appropriate emission factor. Employee commuting data
from each country is aggregated at the corporate level. Given that employee commuting is not significant GHG category for Besi, we allow reasonable
assumptions to be made by HR teams to collect employee commuting data as per GHG protocol methodology. Employee commuting data collected in the third
quarter with follow up checks for each country of operation regarding significant changes in commuting in December.
Each transport method is mapped to the corresponding UK DEFRA well-to-wheel emissions factor, which is multiplied by the commuting distance to calculate
the emissions of the commute.
3.9: Downstream
Transportation and
Distribution
Downstream transportation and distribution emissions are counted by distance-bathed method using the quarterly ton-km logistics data collected from all
operations. Each entity reports downstream internal and external logistics data per type of transportation (air, sea, land, train) using GHG Protocol definitions.
Conversion factors are derived from the GHG Protocol using the GHG Emissions from transport or mobile sources tool.
126
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Emissions category Description of methodology
3.11: Use of Sold Products Use of sold products emissions are associated with the consumption of electricity by Besi’s customers while operating Besi systems. This category represents
the largest level of Scope 3 emissions for Besi. To calculate this category we collect the following information from our operations on quarterly basis:
• Number of systems sold per product line derived from Besi’s internal financial reporting
• Country of shipment for each system (assuming country of shipment is the same as country of operation) derived from Besi’s internal financial reporting
• Energy consumption of each product line type during its operation cycle (10 years, in average)
• National grid emission factors per each country of shipment using the www.aib-net.org/facts/european-residual-mix/2023 for European operations
and www.ourworldindata.org for countries outside of Europe.
Energy consumption for each product line is received form our product groups’ engineering departments. For the Die Attach product group, which represents
about 80 % of Besi’s total revenue, we conducted a Life Cycle Assessment ("LCA") including the calculation of energy consumption with support of University
of Applied Sciences and Arts (Lucerne, Switzerland).
3.12: End-of-Life
Treatment of Sold
Products
We apply waste-type-specific method to count category 3.12 emissions. For the accounting of this category, we utilized quarterly product shipments data
used for the accounting of category 3.11 Use of sold products. In addition, our products groups provided net and gross weight of each system including
packaging. Based on the LCA made by the Die Attach product group we calculated the percentage of recyclable and landfilled content for our Die Attach
systems. The same ratio was applied to the other product groups based on the assumption that the recycled content for the other types of systems would be
similar. Percentage of recyclable and landfilled content of packaging is based on Eurostat data.
We applied DEFRA emission factors for Waste Disposal to count GHG emissions associated with recycling and disposal of our systems.
127
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Annex 1
Disclosure requirements in ESRS covered by Besi’s Sustainability Statement
Materiality for each of the below disclosure requirements and related datapoints were based on the Double Materiality Assessment conducted by Besi which included the use of impact and
financial materiality thresholds.
# DR Description Reference Pages Other EU legislation* Comments
ESRS 2: General disclosures
BP-1 General basis for preparation of the
sustainability statements
Sustainability Statement: General basis of preparation. 54
BP-2 Disclosures in relation to specific
circumstances
Sustainability Statement: General basis of preparation – Time
horizons, Sources of estimation and outcome uncertainty, Use
of Phase-in provisions.
55-56
GOV-1 The role of the administrative,
management and supervisory bodies
Sustainability Statement: Governance of sustainability - The
role of the administrative, management and supervisory bodies.
69-71 SFDR, BRR
GOV-2 Information provided to and
sustainability matters addressed by
the undertaking’s administrative,
management and supervisory bodies
Sustainability Statement: Governance of sustainability - The
role of the administrative, management and supervisory bodies.
64-66,
69-71, 74,
98, 118
GOV-3 Integration of sustainability-related
performance in incentive schemes
Sustainability Statement: Governance of sustainability -
Integration of sustainability-related performance in incentive
schemes.
71
GOV-4 Statement on due diligence Sustainability Statement: Governance of sustainability -
Statement on due diligence.
72 SFDR
GOV-5 Risk management and internal
controls over sustainability reporting
Sustainability Statement: Governance of sustainability - Internal
controls over sustainability reporting; Double Materiality
Assessment – Risk Management.
68, 73
SBM-1 Strategy, business model and value
chain
Sustainability Statement: Strategy, business model and value
chain - Description of Business Model and value chain, Besi’s
value chain, Besi’s value proposition, Sustainability strategy.
56-60 SFDR, P3, BRR ESRS 2 SBM-1 paragraph
40(b) (breakdown of total
revenue by significant ESRS
sector) and 40(c) .
SBM-2 Interests and views of stakeholders Sustainability Statement: Strategy, business model and value
chain - Stakeholder engagement.
60-62
SBM-3 Material impacts, risks and
opportunities and their interaction
with strategy and business model
Sustainability Statement: Double Materiality Assessment -
Material impacts, risks and opportunities and their interaction
with strategy and business model.
65-67 Phased-in option used for
DR48e and AR22 (anticipated
financial effects), in line with
ESRS 1 Appendix C.
* Sustainable Finance Disclosure Regulation ("SFDR"), EBA Pillar 3 Disclosure Requirements ("P3"), Climate Benchmark Standards Regulation ("BRR"), EU Climate Law ("EUCL") as referred to in Appendix B of ESRS 2.
128
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
# DR Description Reference Pages Other EU legislation* Comments
IRO-1 Description of the processes to
identify and assess material impacts,
risks and opportunities
Sustainability Statement: Double Materiality Assessment -
Description of the process to identify and assess material
impacts, risks and opportunities.
63-64
IRO-2 Disclosure requirements in ESRS
covered by the undertaking’s
Sustainability Statement
Sustainability Statement: Reference table. 127-131
MDR-P Policies adopted to manage material
sustainability matters
Sustainability Statement: Double Materiality Assessment – Risk
Management; Environment – Climate Transition Plan, Climate
change-related policies; Social – Own Workforce - Policies
related to own workforce; Social – Workers in the value chain -
Policies related to value chain workers; Governance - Policies
related to business conduct.
68,
84-86,
99-100,
102,
112-113,
118-121
MDR-A Actions and resources in relation to
material sustainability matters
Sustainability Statement: Double Materiality Assessment –
Material impacts, risks and opportunities and their interaction
with strategy and business model, Risk management;
Environment – Climate Transition Plan, Climate change actions
and resources; Social – Own Workforce - Own workforce actions
and resources; Social – Workers in the value chain - Workers in
the value chain actions and resources; Governance - Prevention
and detection of corruption and bribery.
66-67,
68,
75-80,
84-86,
102-103,
114-116,
121-122
MDR-M Metrics in relation to material
sustainability matters
Sustainability Statement: General basis of preparation –
Reporting scope for sustainability metrics; Environment –
Metrics; Social – Own Workforce - Metrics; Social – Workers in
the value chain - Metrics and Targets; Governance - Metrics and
Targets.
55,
90-91,
108-111,
116-118,
122
MDR-T Tracking effectiveness of policies and
actions through targets
Sustainability Statement: General basis of preparation –
Reporting scope for sustainability metrics; Environment –
Targets; Social – Targets; Social – Workers in the value chain -
Metrics and Targets; Governance - Metrics and Targets.
55,
86-89,
105-107,
117-118,
122
ESRS E1: Climate change
ESRS 2
GOV-3
Integration of sustainability-related
performance in incentive schemes
Sustainability Statement: Governance of sustainability -
Integration of sustainability-related performance in incentive
schemes; Environment - Climate Change - Governance.
71, 74
E1-1 Transition plan for climate change
mitigation
Sustainability Statement: Environment – Climate Change -
Climate Transition Plan.
75-80 EUCL, P3, BRR
* Sustainable Finance Disclosure Regulation ("SFDR"), EBA Pillar 3 Disclosure Requirements ("P3"), Climate Benchmark Standards Regulation ("BRR"), EU Climate Law ("EUCL") as referred to in Appendix B of ESRS 2.
129
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
# DR Description Reference Pages Other EU legislation* Comments
ESRS 2
SBM-3
Material impacts, risks and
opportunities and their interaction
with strategy and business mode
Sustainability Statement: Environment – Climate Change -
Climate Transition Plan - Transition plan alignment with overall
business strategy and financial planning, Climate-related risks
and opportunities.
79, 80-83
ESRS 2
IRO-1
Description of the processes to
identify and assess material climate-
related impacts, risks and
opportunities
Sustainability Statement: Double Materiality Assessment -
Description of the process to identify and assess material
impacts, risks and opportunities; Environment – Climate Change
– Governance.
63-64, 74
IRO: E1-2 Policies related to climate change
mitigation and adaptation
Sustainability Statement: Environment – Climate Change -
Climate Transition Plan, Climate change-related policies.
75, 84-85
IRO: E1-3 Actions and resources in relation to
climate change policies
Sustainability Statement: Environment – Climate Change-
Climate change actions and resources.
84-86
M: E1-4 Targets related to climate change
mitigation and adaptation
Sustainability Statement: Environment – Climate Change –
Targets.
86-88 SFDR, P3, BRR
M: E1-5 Energy consumption and mix Sustainability Statement: Environment – Climate Change –
Metrics - Energy consumption and mix.
90 SFDR
M: E1-5 Energy intensity based on net
revenue
Sustainability Statement: Environment – Climate Change –
Metrics - Energy consumption and mix.
90 SFDR
M: E1-6 Gross scopes 1, 2, 3 and total GHG
emissions
Sustainability Statement: Environment – Climate Change –
Metrics - Gross Scopes 1, 2, 3 and total GHG emissions.
90-91,
123-126
SFDR, P3, BRR
M: E1-6 GHG Intensity based on net revenue Sustainability Statement: Environment – Climate Change –
Metrics - Gross Scopes 1, 2, 3 and total GHG emissions.
90-91 SFDR, P3, BRR
M: E1-9 Anticipated financial effects from
material physical and transition risks
and potential climate-related
opportunities
P3, BRR Phased-in option used in line
with ESRS 1 Appendix C: List
of phased-in Disclosure
Requirements.
ESRS S1: Own workforce
ESRS 2
SBM-2
Interests and views of stakeholders Sustainability Statement: Strategy, business model and value
chain - Stakeholder engagement.
60-62
ESRS 2
SBM-3
Material impacts, risks and
opportunities and their interaction
with strategy and business model
Sustainability Statement: Double Materiality Assessment -
Material impacts, risks and opportunities and their interaction
with strategy and business model.
66-67 SFDR
IRO: S1-1 Policies related to own workforce Sustainability Statement: Social – Own Workforce - Policies
related to own workforce.
99-100 SFDR, BRR
* Sustainable Finance Disclosure Regulation ("SFDR"), EBA Pillar 3 Disclosure Requirements ("P3"), Climate Benchmark Standards Regulation ("BRR"), EU Climate Law ("EUCL") as referred to in Appendix B of ESRS 2.
130
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
# DR Description Reference Pages Other EU legislation* Comments
IRO: S1-2 Processes for engaging with own
workers and workers’ representatives
about impacts
Sustainability Statement: Social – Own Workforce - Employee
engagement.
100-101
IRO: S1-3 Processes to remediate negative
impacts and channels for own
workers to raise concerns
Sustainability Statement: Social – Own Workforce - Employee
engagement; Governance – Business conduct - Policies related
to business conduct.
100,
118-121
SFDR
IRO: S1-4 Taking action on material impacts on
own workforce, and approaches to
managing material risks and pursuing
material opportunities related to own
workforce, and effectiveness of those
actions
Sustainability Statement: Social – Own Workforce - Employee
engagement, Own workforce actions and resources.
100,
102-105
M: S1-5 Targets related to managing material
negative impacts, advancing positive
impacts, and managing material risks
and opportunities
Sustainability Statement: Social – Own Workforce – Targets. 105-107
M: S1-6 Characteristics of the undertaking’s
employees
Sustainability Statement: Social – Own Workforce – Metrics. 108-109
M: S1-7 Characteristics of non-employee
workers in the undertaking’s own
workforce
Sustainability Statement: Social – Own Workforce – Metrics. 109
M: S1-9 Diversity metrics Sustainability Statement: Social – Own Workforce – Metrics. 109
M: S1-10 Adequate wages Sustainability Statement: Social – Own Workforce – Metrics. 109
M: S1-11 Social protection 109 Phased-in option used in line
with ESRS 1 Appendix C: List
of phased-in Disclosure
Requirements.
M: S1-12 Persons with disabilities Sustainability Statement: Social – Own Workforce – Metrics. 110
M: S1-13 Training and skills development
metrics
Sustainability Statement: Social – Own Workforce – Metrics. 110
M: S1-14 Health and safety metrics Sustainability Statement: Social – Own Workforce – Metrics. 110 SFDR, BRR Metrics related to health and
safety: ESRS S1 (S1-14)
(reporting on non-employees)
M: S1-15 Work-life balance metrics Phased-in option used in line
with ESRS 1 Appendix C.
M: S1-16 Remuneration metrics (pay gap and
total remuneration)
Sustainability Statement: Social – Own Workforce – Metrics. 110-111 SFDR, BRR
M: S1-17 Incidents, complaints and severe
human rights impacts
Sustainability Statement: Social – Own Workforce – Metrics. 111 SFDR, BRR
* Sustainable Finance Disclosure Regulation ("SFDR"), EBA Pillar 3 Disclosure Requirements ("P3"), Climate Benchmark Standards Regulation ("BRR"), EU Climate Law ("EUCL") as referred to in Appendix B of ESRS 2.
131
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
# DR Description Reference Pages Other EU legislation* Comments
ESRS S2: Workers in the value chain
ESRS 2
SBM-2
Interests and views of stakeholders Sustainability Statement: Strategy, business model and value
chain - Stakeholder engagement.
60-62,
111
ESRS 2
SBM-3
Material impacts, risks and
opportunities and their interaction
with strategy and business mode
Sustainability Statement: Double Materiality Assessment -
Material impacts, risks and opportunities and their interaction
with strategy and business model.
65-67 SFDR
S2-1 Policies related to value chain
workers
Sustainability Statement: Social – Workers in the value chain -
Policies related to value chain workers.
112-113 SFDR, BRR
S2-2 Processes for engaging with value
chain workers about impacts
Sustainability Statement: Social – Workers in the value chain -
Value chain worker engagement.
113-114
S2-3 Processes to remediate negative
impacts and channels for value chain
workers to raise concerns
Sustainability Statement: Social – Workers in the value chain -
Processes to remediate negative impacts and channels for value
chain workers to raise concerns.
114
S2-4 Taking action on material impacts on
value chain workers, and approaches
to managing material risks and
pursuing material opportunities
related to value chain workers, and
effectiveness of those actions
Sustainability Statement: Social – Workers in the value chain -
Workers in the value chain actions and resources.
114
-
116 SFDR
S2-5 Targets related to managing material
negative impacts, advancing positive
impacts and managing material risks
and opportunities
Sustainability Statement: Social – Workers in the value chain -
Workers in the value chain actions and resources - Metrics and
Targets.
116
-
118
ESRS G1: Business conduct
ESRS 2
GOV-1
The role of the administrative,
supervisory and management bodies
Sustainability Statement: Governance of sustainability - The
role of the administrative, management and supervisory bodies;
Governance – Business conduct – Governance.
69-71, 118
ESRS 2
IRO-1
Description of the processes to
identify and assess material impacts,
risks and opportunities
Sustainability Statement: Double Materiality Assessment -
Description of the process to identify and assess material
impacts, risks and opportunities.
63-64
G1-1 Business conduct policies and
corporate culture
Sustainability Statement: Governance – Business conduct -
Policies related to business conduct.
118-121 SFDR
G1-3 Prevention and detection of
corruption and bribery
Sustainability Statement: Governance – Business conduct -
Prevention and detection of corruption and bribery.
121
G1-4 Incidents of corruption or bribery Sustainability Statement: Governance – Business conduct -
Metrics and Targets.
122 SFDR, BRR
* Sustainable Finance Disclosure Regulation ("SFDR"), EBA Pillar 3 Disclosure Requirements ("P3"), Climate Benchmark Standards Regulation ("BRR"), EU Climate Law ("EUCL") as referred to in Appendix B of ESRS 2.
Risk Management
132
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
133
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Besi’s risk management program seeks to identify and control potential fraud and other
risks and events which may affect Besi’s strategy, continuity, business and performance.
Our efforts extend throughout our processes, management, employees and systems and
are the subject of continuous focus. In recent years, the importance of internal control and
risk management systems has grown substantially as a result of Besi’s increased size and
complexity, changing market conditions and expansion of our global business operations.
Besi’s internal control and risk management systems have been designed to address and
help mitigate such risks and risk factors.
RISK MANAGEMENT PROCESS
Reporting
Monitoring
Activities
Risk
Identification
Risk
Measurement
Management
of Risk
Risk
Management
Integration of a risk-conscious culture as part of managing our business
Risk identification Risk measurement Risk management Monitoring risk activities Risk reporting
• Business risks identified as a result of
dialogue with senior management.
• Sustainability risks including risks associated
with environmental, social and governance
factors.
• Alignment of risk categories with Long-term
Value Creation Model.
• Risk categories and underlying risks reviewed
bi-annually with Board of Management.
• Explicit risk ownership assigned.
• Risk appetite discussed
with and determined by
Board of Management.
• Standard risk management
methodology established
for risk categories and
underlying risks.
• Mitigation actions (controls)
established for all risks
identified.
• Action plans established
when controls needed for risk
mitigation efforts.
• Explicit mitigation controls
and responsibilities assigned
for action plan execution.
• Effectiveness of mitigation
actions (controls) and
action plan status
monitored across three
lines of defence.
• Internal audit reviews risk
management effectiveness
and drives improvements.
• Bi-annual reporting to Board
of Management and
Supervisory Board of top 10
risk categories, underlying
risks and effectiveness of
mitigation actions.
• Risk management framework
and cycle improvements
reported and approved by
Board of Management.
Risk Management
In 2024, the most important components of Besi’s internal control and risk management
system to manage and mitigate our risks were:
• An extensive and documented process for preparing Besi’s annual budget, quarterly
estimates and reports of its monthly financial and non-financial information compared
with the budgeted and quarterly estimated information.
• Monthly business reviews with product group and production site managers with respect
to their monthly and quarterly bookings, revenue, working capital and results of
operations, together with discussions of general market, economic, technological,
sustainability and competitive developments.
• Daily reviews of the foreign currency positions of all significant operating companies.
• Annual documentation and analysis of key risks and the development of controls for
such risks.
• Weekly management reviews of Besi’s business, operations, cash, supply chain and
inventory development.
• Compliance with finance and controlling guidelines governing our financial accounting
and reporting procedures.
• Compliance with internal controls over financial reporting that have been implemented
at all significant operating companies.
• Double materiality assessment conducted in alignment with the CSRD.
• Monthly, quarterly and annual reviews of Besi’s sustainability performance, risks and
risk management and its progress versus key performance indicators (“KPIs”).
• Regular management review of key staff development.
• Regular analyses of operational risks at the subsidiary level.
• Regular analyses of Besi’s capital structure, financing requirements, cash and short-
term deposits, tax position and transfer pricing system.
134
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Operational risks such as the hedging of financial exposures, internal financial reporting
and transfer pricing are governed by a set of internal Besi guidelines. In addition, insurance
policies are in place to cover the typical business risks associated with Besi’s operations
and are reviewed every year. Besi’s policies regarding foreign currency hedging, interest
rate, credit, market and liquidity risks are further described in the Financial Statements.
In addition, our use of global and diverse information technology systems could expose our
IT security, data resources and intellectual property to a variety of security risks as a result
of natural disasters, power outages, cyberattacks, acts of terrorism and malware and/or
ransomware infiltration. In response, we have established an information-security program
which implements measures designed to prevent, detect and respond to security threats.
Such measures and tools include, among others, vulnerability management tools, access
control management, log management, advanced malware protection, perimeter network
defense and endpoint detection and response tools. We have also implemented incident
response procedures and a disaster recovery plan which are regularly reviewed and
updated. On an annual basis, limited and focused cyber maturity assessments are
performed by an external party. In recent years, we also have significantly raised awareness
among our employees of the risks and potential risks of cybercrime by annual mandatory
cyber awareness training.
Besi also evaluates non-financial risks which could affect both its strategy and business
operations including emerging risks such as (i) climate change, (ii) social-related
challenges, such as diversity, human rights, health and safety and the recruitment of
qualified technical personnel, and (iii) business conduct factors, such as anti-corruption
and bribery, and corporate culture. Non-financial risks are governed by a set of internal and
external guidelines and instructions. Short- and long-term topics are assessed through
the Double Materiality Assessment, KPIs for Scope 1 & 2 and Scope 3 emissions, energy
and customer and employee satisfaction metrics, supplier audits and continuous
stakeholder dialogue. The Double Materiality Assessment measures Besi’s impacts on
people or the environment, as well as the most financially material sustainability risks and
opportunities that impact Besi’s development, financial position, financial performance,
cash flows, access to finance or cost of capital over the short-, medium- or long-term.
Risk governance
The Board of Management is responsible for (i) the management of internal and external
risks associated with our business activities and (ii) compliance with applicable legislation
and regulations. The Management Team is responsible for the monitoring and reporting
identified risks as well as leading the response across the organization related to any new
risks which may arise.
All material findings that result from the use of Besi’s internal control and risk management
system for financial and non-financial risks are discussed with the Audit Committee as
part of the Supervisory Board on a quarterly or (half) yearly basis, including:
• Development of Besi’s revenue, orders, results of operations and balance sheet versus
budget as well as developments in the global economy and semiconductor assembly
equipment market and their impact on Besi’s financial results.
• Progress of ongoing strategic initiatives and cost reduction efforts.
• Status of key customer relationships.
• Analysis of orders lost to competitors and the development of Besi’s competitors’
businesses.
• Material developments in Besi’s research and development activities.
• Impacts of actual or potential inflationary pressures, interest rate and risk premium
adjustments and global macroeconomic conditions.
• Foreign currency exchange rate developments.
• Status of Besi’s current corporate governance procedures.
• Status of systems, procedures and activities to monitor and evaluate risks from fraud,
bribery or corruption in Besi’s operations.
• Cyber security threats and risk remediation related thereto.
• Climate change exposures.
• Sustainability-related KPIs and progress versus targets and milestones.
In addition to internal controls over financial reporting, the operation of Besi’s internal
control system is also assessed by the external auditor if deemed relevant in the context
of the audit of the annual Financial Statements. The results of this audit are discussed
with the Board of Management and the Audit Committee of the Supervisory Board.
There were no indications that Besi’s internal control and risk management systems did
not function properly in 2024. Please refer to Internal Control and Risk Management in the
Corporate Governance section for further information.
135
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Risk universe
Besi’s risk universe can be classified as follows:
Besi does not rank the individual risks identified by management in its risk universe. We believe that all risks described
herein have significant relevance and that a ranking process would negate the purpose of a comprehensive risk assessment.
Strategic
General
• General market conditions
• Trade, political and economic frictions
• Significant operations in Europe
• Supply chain or other manufacturing
disruptions
• Impacts from global pandemics
• Acts of war or terrorism
• Acquisitions
Semiconductor industry related
• Cyclical and seasonal nature of demand
for semiconductors
• Timely new product introductions
• Timing of sales cycle
• Competition
• Price pressure
• Industry consolidation
Financial
• Fluctuation in quarterly and annual financial results
• Seasonal and cyclical order volatility
• Timely adjustment of costs and overhead levels to fluctuating market conditions
• Customer concentration
• Investment in adequate research and development
• Currency exchange rate volatility
• Changes in taxation
• Limited insurance
• Variability of dividend per annum
Operational
• Inventory shortages or surpluses
• Dependence on suppliers for timely delivery of critical components
• Undetected problems in products
• Use of global and diverse IT systems
• Recruitment and retention of qualified personnel
• Labor disruptions
• Other operational disruption
• Dependence on international operations
• Production in greater risk countries
• Usage of conflict minerals in supply chain
Legal and compliance
• Legal proceedings
• Protection of intellectual property
• Anti-takeover effects from the potential issuance of preference shares
Legal and
compliance
Sustainability
Financial
Strategic Operational
Sustainability
• Climate related transition and physical risks
• Health and safety, human rights and unethical
behaviour at our operations
• Supply chain workers
• Bribery and corruption
136
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Risk appetite
Besi’s risk appetite is primarily based on defined and agreed upon strategies and the
individual objectives and initiatives within such strategies. Management believes that
Besi’s risk appetite is aligned with its strategy and priorities. The Board of Management
monitors the operation of its internal control and risk management systems and carries
out a systematic assessment of its design and effectiveness at which time it also assesses
its risks, including residual risks, net of risk mitigation measures. The Board of Management
discusses the effectiveness of the design and operation of Besi’s internal control and risk
management system with the Audit Committee and provides input to the Supervisory
Board as to the status of specific risk management initiatives.
Our risk appetite differs per risk type:
Risk category Risk appetite
Strategic risks and risks
related to the semiconductor
industry
Besi seeks to realize its strategic ambitions and priorities and is willing to accept reasonable risks to achieve such objectives.
Operational risks
Besi has a variety of operating initiatives and challenges in its strategic planning that require an appropriate level of management attention. We seek to mitigate
risks that could negatively affect our realization of operating initiatives and efficiency targets while ensuring that our quality standards are unaffected in the
process.
Financial risks
Besi’s financial strategy is focused on generating increased revenue, profit and cash flow from its business model, maintaining a strong financial position and
creating long-term value for shareholders. We seek to mitigate risks which could negatively influence our results of operations, financial condition and access to
capital markets while maintaining optimal operating and financing flexibility and an attractive capital allocation policy for the benefit of stakeholders.
Sustainability risks
We strive to create long-term value for our stakeholders and operate our business in a sustainable way, respecting the environment, our own employees and
wider society. We seek to mitigate sustainability risks which could negatively impact Besi’s revenue, cost and availability of resources, and the cost associated
with sustainability initiatives.
Legal and
compliance risks
Besi strives to be fully compliant with its Code of Conduct and all applicable national and international laws and regulations in the markets and jurisdictions in
which it operates. In addition, we seek to comply with all environmental and labor laws and use our best efforts to comply with best practice standards in the
jurisdictions in which Besi operates.
Risk factors
We confront many risks in conducting our business that may limit our ability to realize
Besi’s business objectives. We assess our risk exposure by referencing the five risk
categories comprising Besi’s risk universe. Any of the specific risks which form a part of
such categories have the potential to materially and adversely affect our business,
financial condition, results of operations and reputation. In addition, there may exist some
risks currently which are not yet known to us or risks deemed immaterial at present which
could become material in the future. Many of the risks described below may be exacerbated
by impacts from geo-political tensions such as the prolonged Ukraine/Russia conflict and
the Israel/Hamas conflict, trade friction between the US and China, increased weather
events caused by climate change and any worsening of global business and economic
conditions.
137
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Strategic risks
Besi’s business and results of operations may be negatively affected by general economic
and financial market conditions and volatile spending patterns by its customers.
Although the semiconductor industry’s business cycle can be independent of the general
economy, global economic conditions often have a direct impact on demand for
semiconductor devices and ultimately demand for semiconductor manufacturing
equipment. Accordingly, Besi’s business and financial performance are affected, both
positively and negatively, by fluctuations in the macroeconomic environment. As a result,
the Company’s visibility as to future demand is generally limited and its ability to forecast
future demand is difficult.
Besi believes that historic volatility in capital spending by customers is likely to persist in
the future. In addition, future economic downturns and/or geopolitical events could
adversely affect Besi’s customers and suppliers which would in turn have an impact on
Besi‘s business and financial condition.
Trade, political and economic frictions could adversely affect Besi’s revenue and results of
operations.
The semiconductor industry is a global marketplace, relying on complex supply chains. Any
changes in trade policies including tariffs, import and export controls and the adoption of
other trade barriers by the world’s largest economies could affect Besi's sales or its
customers’ sales and thereby affect its operating results.
Due to the complex relationships among the European Union, China, Japan, Korea, Taiwan
and North America, there is inherent risk that political and diplomatic influences might
lead to trade disruptions. In particular, heightened trade tensions, retaliatory tariffs and
intellectual property transfer issues between North America and China in recent years
could potentially limit or restrict the sale of Besi’s semiconductor assembly equipment to
China. In addition, increased global tensions have also occurred due to China’s challenges
to Taiwan’s independent governance status as well as Taiwan’s increasing importance to
the global supply chain of advanced semiconductor devices. A significant trade disruption
in any area where Besi does business could have a material adverse impact on our future
revenue and profitability. Tariffs, additional taxes or trade barriers may increase our
manufacturing costs, decrease margins, reduce the competitiveness of our products or
inhibit Besi’s ability to sell products or purchase necessary equipment and supplies, all of
which could have a material adverse effect on our business, results of operations and
financial condition.
In addition, there are risks that governments may, among other things, insist on the use of
local suppliers, compel companies to partner with local companies to design and supply
equipment on a local basis, require the transfer of intellectual property rights and/or local
manufacturing or provide special incentives to government backed local customers to buy
from local competitors even if their products are inferior to ours, all of which could
adversely impact our revenue, margins and financial condition. Many of these challenges
are particularly applicable in China which is a fast-developing market for the semiconductor
equipment industry and an area of anticipated growth for Besi’s business. Further, the
political and economic climate in China at both the national and regional levels can be fluid
and unpredictable. China has implemented state-sponsored initiatives to build domestic
semiconductor capacity and supply chains. In addition, countries in North America and the
European Union have adopted legislation to provide government funding for semiconductor
manufacturing expansions in their respective regions, but there is uncertainty as to the
amounts and timing of funding and as to any restrictions on recipients. As such, Besi may
be at a disadvantage in competing with entities participating in such government efforts
based on their lower cost of capital, access to government subsidies and decision making,
preferential sourcing practices and stronger local relationships or otherwise. Any such
disadvantages or challenges could have a material adverse effect on our business, results
of operations and financial condition.
Besi’s business includes significant operations in Europe. Disruptions to European
economies could have a material adverse effect on Besi’s operations, financial performance
and access to credit.
Given the scale of its European operations and scope of its relationships with customers
and counterparties, Besi’s results of operations and financial condition could be materially
and adversely affected by persistent disruptions in European financial and commodity
markets, the attempt of a country to abandon the euro, the impact of a prolonged Ukraine/
Russia conflict or Israel/Hamas conflict, the failure of a significant European financial
institution, even if not an immediate counterparty to Besi, persistent weakness in the
value of the euro (our reporting currency) and the potential adverse impact on global
economic growth and capital markets if eurozone issues spread to other parts of the world
as a result of the default of a eurozone sovereign or corporate issuer.
Besi outsources a significant portion of its manufacturing to subcontractors and relies on
their reliability and timely delivery of components, subsystems and modules in its
production operations. Supply chain disruptions or other manufacturing interruptions or
delays could affect Besi’s ability to meet customer demand on a timely basis or lead to
higher costs.
Besi’s production model involves the outsourcing of a significant portion of the
components, subsystems and modules used in its systems to third party suppliers. Besi
depends on the timely supply of equipment, services and related products to meet the
changing technical and volume requirements of its customers, which in turn depends in
part on the timely delivery of parts, materials and services, including components and
subassemblies, from suppliers and contract manufacturers. Significant and sudden
increases in demand for Besi’s products as well as worldwide demand for electronic
138
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
products, have resulted in, and may continue to result in, a shortage of parts, materials
and services needed to manufacture Besi’s products. Such shortages, as well as delays in
and the unpredictability of shipments due to transportation interruptions, have adversely
impacted, and may continue to adversely impact, our suppliers’ ability to meet our demand
requirements. Some key parts, components and subassemblies are subject to long lead
times or are available only from a single supplier or limited group of suppliers, and some
sourcing or subassembly is provided by suppliers located in countries other than the
countries where Besi conducts its manufacturing. Volatility of demand for manufacturing
equipment can increase capital, technical, operational and other risks for Besi and for
companies throughout its supply chain and may cause some suppliers to exit businesses,
or scale back or cease operations, which could also impact our ability to meet customer
demand.
Besi may also experience significant interruptions to its manufacturing operations, delays
in its ability to deliver or install products or services, increased costs or customer order
cancellations as a result of:
• Volatility in the availability and cost of parts, materials or services, including rising
prices due to inflation.
• Difficulties or delays in obtaining required import or export approvals.
• Shipment delays due to transportation interruptions or capacity constraints.
• A worldwide shortage of semiconductor components as a result of sharp increases in
demand for semiconductor products in general.
• Information technology or infrastructure failures including those of a third-party supplier
or service provider.
Difficulties in meeting, or failure to meet, customer demand for the reasons above could
have a material adverse effect on Besi's business, results of operations and financial
condition.
Besi faces risks related to global pandemics that could significantly disrupt or materially
adversely affect its business and financial performance.
Global pandemics (including but not limited to COVID-19) have had and may have in the
future a significant adverse impact on global supply chains and commercial activity.
Pandemics also have had and may have in the future a sustained adverse impact on
economic and market conditions and limited global economic growth for a prolonged
period of time, all of which has adversely affected and may affect in the future spending
on semiconductor manufacturing equipment, semiconductor supply chains and cycle
times, demand for Besi’s product offerings and Besi’s business and operating results.
Besi's revenue may be negatively affected in future periods by its ability to source
components and make timely customer deliveries and complete orders. Furthermore,
some of Besi's customers could also experience significant adverse effects from supply
chain shortages as a result of a pandemic which could adversely affect the timing of orders
placed with Besi and/or accepted by them. In addition, any future pandemic could adversely
impact semiconductor and global supply chains and result in labor shortages, inflationary
pressures and increased transportation/logistics costs. As a result, the financial
projections Besi uses as the basis for estimates and assumptions in its financial
statements could be adversely affected by any further volatility in these uncertainties.
Acts of war or terrorism could adversely affect Besi’s business and results of operations.
Threats or acts of war or terrorism may adversely affect our business. Terrorist attacks in
Europe and other regions globally as well as continuing geo-political tensions in the Middle
East, Ukraine and elsewhere have created significant instability and uncertainty in the
world. In addition, terrorist attacks, including cyberterrorism, that directly impact Besi's
employees and facilities or those of Besi's suppliers or customers could have an adverse
impact on its sales, supply chain, production capabilities and costs. Any such event could
have a material adverse effect on world markets, our business and our results of operations.
Besi may acquire or make investments in companies or technologies that could disrupt its
ongoing business, distract its management and employees, increase its expenses and
adversely affect its results of operations.
As part of its growth strategy, Besi may acquire or make investments in companies and
technologies from time to time. Any such acquisitions could lead to failure in achieving
Besi's financial or strategic objectives or its ability to perform as Besi plan or disrupt its
ongoing business and adversely impact its results of operations. Any acquisition could
pose further risks related to the integration of the new business or technology with Besi's
existing business and organization and Besi may not realize expected benefits from such
acquisition or investment. Besi could face difficulties in integrating personnel and
operations from the acquired businesses or technology and in retaining and motivating key
personnel from such businesses. In addition, these acquisitions may disrupt Besi’s ongoing
operations, divert management resources and attention from day-to-day activities,
increase its expenses and adversely affect its results of operations. In addition, these
transactions often result in charges to earnings for items such as business unit
restructuring including charges for personnel and facility terminations and the amortization
of intangible assets or in-process research and development expenses.
Other risks associated with acquisitions include the assumption of potential liabilities,
disclosed or undisclosed, associated with the business acquired, which liabilities may
exceed the amount of indemnification available from the seller, potential inaccuracies in
the financial statements of the business acquired, Besi's ability to retain customers and
revenue of an acquired entity and industrialize an acquired process or technology. Any
future acquisitions or investments in companies or technologies could involve other risks
including the assumption of additional liabilities, dilutive issuances of equity securities,
the utilization of cash and the incurrence of debt.
139
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Semiconductor industry related risks
Besi’s revenue and results of operations depend in significant part on demand for
semiconductors which is highly cyclical and has increasingly become more seasonal in
nature.
Capital expenditures for semiconductor manufacturing equipment depend on the current
and anticipated market demand for semiconductors and products using semiconductors.
The semiconductor industry is highly cyclical and volatile and is characterized by periods
of rapid growth followed by industry-wide retrenchment. These periodic downturns have
included, among other things, diminished product demand, production overcapacity,
oversupply and reduced prices, all of which have been regularly associated with substantial
reductions in capital expenditures for semiconductor facilities and equipment and
a reduction of Besi’s revenue.
Over the past decade, Besi has experienced significant upward and downward movements
in quarterly order rates due to global macroeconomic concerns, the timing of industry
capacity additions and seasonality associated with end-user application revenue which
materially affected and, in certain instances, materially adversely affected its revenue,
results of operations and orders. Customer order patterns have become increasingly more
seasonal due to the growing influence of more retail-oriented electronics applications in
the overall demand for semiconductor devices such as smartphones, tablets, wearables,
infotainment, gaming and automotive electronics and the timing of new product
introductions. As such, typical annual order patterns have been characterized by a strong
ramp in the first half of the year to build capacity to meet anticipated year end demand
followed by a subsequent decline in the second half of the year as capacity additions are
digested by customers.
Besi is, and will continue to be, dependent on the demand by electronics and semiconductor
manufacturers for its systems and services. Due to the lead times associated with the
production of semiconductor equipment, a rise or fall in the level of sales of semiconductor
equipment typically lags any downturn or recovery in the semiconductor market by
approximately three to six months. If Besi is not able to take appropriate actions, such as
reducing its overhead levels sufficiently and on a timely basis to offset order weakness,
this cyclicality could adversely effect Besi’s revenue, results of operations and orders.
Industry downturns can be severe and protracted and will continue to adversely affect
Besi’s revenue, results of operations and orders.
Besi must introduce new products in a timely fashion and its success is dependent upon
the market acceptance of such products.
The semiconductor equipment industry is subject to rapid technological change and new
product introductions and enhancements. The success of Besi’s business strategy and
results of operations are largely based upon accurate anticipation of customer and market
requirements. Besi’s ability to implement its overall strategy and remain competitive
depend in part upon its ability to develop new and enhanced products and introduce them
at competitive price levels in order to gain market acceptance. Besi must also accurately
forecast commercial and technical trends in the semiconductor industry so that its
products provide the functions required by its customers and are configured appropriately
for use in their facilities. Besi may not be able to respond effectively to technological
changes or to specific product announcements by competitors. As a result, the introduction
of new products embodying new technologies or the emergence of new or enhanced
industry standards could render Besi’s existing products uncompetitive from a pricing
standpoint, obsolete or unmarketable. Moreover, the ability to successfully introduce new
products could be impacted by factors beyond Besi's control including the availability of
critical third-party components and the performance of subcontractors in alignment with
Besi's expectations.
In addition, Besi is required to invest significant financial resources in the development of
new products or upgrades to existing products and sales and marketing efforts before
such products are made commercially available and before Besi is able to determine
whether they will be accepted by the market. Revenue from such products will not be
recognized until long after Besi has incurred the development costs associated with
designing, creating and selling such products. In addition, a customer may cancel or modify
a product order before or during Besi’s manufacturing process and before it receives
revenue from the customer. While Besi typically imposes a fee when its customers cancel
an order, that fee may not be sufficient to offset costs incurred to design and manufacture
such product. In addition, the customer may refuse to pay the cancellation fee. It is difficult
to predict with any certainty the frequency with which customers will cancel or modify
their orders or the effect that any cancellation or modification would have on Besi’s results
of operations.
Because of the lengthy and unpredictable sales cycle for its products, Besi may not
succeed in closing transactions on a timely basis, if at all, which could adversely affect its
revenue and operating results.
The sales cycle for Besi’s systems are often lengthy and unpredictable due to the
technological sophistication of its products and premium prices related thereto. Factors
affecting the sales cycle include:
• General economic conditions.
• Customers’ capital spending plans, capacity utilization rates, technology roadmaps and
budgetary constraints.
• Timing related to the adoption, testing, qualification and introduction of new devices
and process technologies and related equipment.
• The timing of customers’ budget cycles.
• Customers’ internal approval processes.
140
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Lengthy sales cycles may cause Besi’s revenue and results of operations to vary from
period to period and it may be difficult to predict the timing and amount of any variations.
Besi may not succeed in closing such large transactions on a timely basis or at all, which
could cause significant variability in its revenue and results of operations for any particular
period.
Besi may fail to compete effectively in the markets in which it operates.
Besi faces substantial competition on a worldwide basis from established companies
based in Japan, Korea, Singapore, China, various other Asia Pacific countries and North
America which may have greater financial, engineering, manufacturing and marketing
resources than Besi including the possibility of receiving direct or indirect government
subsidies, economic stimulus funds or other incentives that may be unavailable to us. The
governments of the United States, China, Europe, South Korea, Taiwan and Japan provide
various incentive programs to promote the development of their domestic semiconductor
industries.
Additionally, any financial incentives that Besi receives may be subject to conditions
imposed by the grantors such as restrictions on the expansion of facilities in foreign
countries of concern and on joint research and technology licensing efforts with foreign
entities of concern related to any technology or product that raises national security
concerns. The grantors could seek to recover any funds provided to Besi, or cancel, reduce,
or deny our requested subsidies or grants in the future. This could materially increase
Besi's costs or otherwise adversely affect our operations.
Besi also believes that once a semiconductor manufacturer has decided to buy
semiconductor assembly equipment from a particular vendor, the manufacturer often
continues to use that vendor‘s equipment in the future. Accordingly, it is often difficult to
achieve significant sales to a particular customer once another vendor‘s products have
been installed. Furthermore, some companies have historically developed, manufactured
and installed assembly equipment internally, and it may be difficult for Besi to sell its
products to these companies or, in attempting to make sales to such companies, risk
exposing our proprietary technology to a potential competitor.
Besi’s ability to compete successfully in the markets in which it operates depends on a
number of factors both within and outside its control including:
• Price, product quality and system performance to customer specifications.
• Ease of use and reliability of its products.
• Manufacturing lead times including the lead times of Besi’s subcontractors.
• Cost of ownership.
• Success in developing or otherwise introducing new products.
• Market and economic conditions.
• Local market presence, particularly in Asian markets, and the quality of Besi’s after-
market sales and service support in each region in which it operates.
• Ability to attract and retain qualified personnel, particularly in Asia.
Moreover, Besi’s competitors may, from time to time, also decide to undertake aggressive
pricing initiatives with respect to one or several product lines. Our competitors also may
improve their current products’ performance, and introduce new products with improved
price and performance characteristics. New product introductions by existing competitors
or by new market entrants could hurt our sales. These competitive activities may decrease
our customer base, pricing, or both. If Besi is unable to compete effectively with such
competitors on technology, manufacturing capacity, product quality, supply chain
diversification and resilience and customer satisfaction, Besi’s business and results of
operations could be adversely affected.
Besi may experience increased price pressure on its product sales.
One of the results of the rapid innovation in the semiconductor industry is that pricing
pressure, especially on products containing older technology, can be intense. Product life
cycles are relatively short, and as a result, products tend to be replaced by more technologically
advanced substitutes on a regular basis. In turn, historically, demand for older technology
falls, causing the price at which such products can be sold to drop, in some cases precipitously.
If this trend continues, in order to continue profitably supplying such products, we must
reduce our production costs in line with the lower revenue we can expect to generate per
unit.
Besi’s ability to maintain pricing levels for its systems depends, in part, on its ability to
continually develop and introduce new products and next generations of its principal products
on a timely basis. If Besi cannot advance its process technologies or improve its efficiencies
to a degree sufficient to maintain required margins, Besi will no longer be able to make a
profit from the sale of these products. Moreover, Besi may not be able to cease production of
such products, either due to contractual obligations or for customer relationship reasons,
and as a result may be required to bear a loss on such products. Besi cannot guarantee that
competition in its core product markets will not lead to price erosion, lower revenue or lower
margins in the future. The failure of new product development and/or cost reduction efforts
could limit Besi’s ability to offset future pricing pressure, and, as such, could materially and
adversely affect its financial condition and operating results.
Recent consolidation activity and industry alliances in the semiconductor industry have
further increased customer concentration and the risk of loss.
Besi expects that there will continue to be consolidation within the semiconductor
industry resulting in fewer potential customers for its products and services. In addition,
and, perhaps more significantly, industry consolidation could result in the potential loss of
business from existing customers that are a party to a merger if the combined entity
141
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
decides to purchase all of its equipment from one of Besi’s competitors or if further
consolidation leads to greater vertical integration. Further industry consolidation could
result in additional negative consequences to Besi including increased pricing pressure,
increased customer demands for enhanced or new products, greater sales and promotional
costs and the potential for increased oversight from regulatory agencies. Any of the
foregoing events would have an adverse impact on Besi’s business, results of operations
and financial condition.
Some of Besi's customers and potential customers are entering into alliances or other
forms of cooperation with one another to expedite the development of processes and
other manufacturing technologies. One of the results of this cooperation may be the
definition of a system or particular tool set for a certain function or a series of process
steps that uses a specific set of manufacturing equipment. These decisions could work to
Besi’s disadvantage if a competitor’s equipment becomes the standard equipment for
such function or process. Even if Besi’s equipment was previously used by a customer, that
equipment may be displaced in current and future applications by the equipment
standardized through such cooperation. These forms of cooperation may have a material
adverse effect on Besi’s business, financial condition and results of operations.
In addition, various industries have experienced consolidation and other ownership
changes or the emergence of dominant firms and supply chains within those industries,
including the mobile smartphone, computing and automotive industries. Any future
changes in market structure to industries in which we sell our equipment could decrease
the number of potential customers for our product offerings and/or risk an increase in
competition for our clients’ equipment purchases. Moreover, our competitors may respond
to such changes in market conditions by lowering prices and attempting to lure away
Besi's customers.
Operational risks
Difficulties in forecasting demand for Besi’s products may lead to periodic inventory
shortages or surpluses.
Besi typically operates its business with limited visibility of future demand. As a result, it
sometimes experiences inventory shortages or surpluses. Besi generally orders supplies
and otherwise plans production based on internal forecasts for demand. During the
COVID-19 pandemic, we held larger quantities of critical components and parts in inventory
to help ensure timely deliveries to customers. Besi has in the past failed, and may fail
again in the future, to accurately forecast demand for its products. This has led to, and
may in the future lead to, delays in product shipments or, alternatively, an increased risk
of inventory obsolescence. If it fails to accurately forecast demand for its products, Besi’s
business, results of operations and financial condition could be materially and adversely
affected.
Besi depends on its suppliers for critical raw materials, components and subassemblies on
a timely basis. If suppliers do not deliver their products on a timely basis, particularly
during a large order ramp, our revenue, customer relationships and market share could be
materially and adversely affected.
Besi’s assembly equipment, particularly its advanced packaging systems, is highly complex
and requires raw materials, components, modules and subassemblies having a high degree
of reliability, accuracy and performance. Besi relies on subcontractors to manufacture
most of these components and subassemblies (and, in certain instances, on sole suppliers
for such items) on a timely basis as our order ramps can be steep and cycle times relatively
short. As a result, Besi is exposed to a number of significant risks including:
• Increased outsourcing of Besi’s manufacturing process including modules and
subassemblies produced by subcontractors.
• Shortages caused by disruptions at our suppliers and subcontractors for a variety of
reasons including work stoppage or fire, earthquake, flooding or other natural disasters.
• Shortages caused by trade barriers and political or economic turmoil, including military
conflicts and inflation, occurring within the country of origin of such raw materials.
• Changes in our manufacturing processes in response to changes in the market, which
may delay our shipments.
• Potential for inadvertent use of defective, contaminated or conflict mineral raw
materials.
• Relatively small operations and limited manufacturing resources of some of our suppliers
which may limit their ability to manufacture and sell subassemblies, modules,
components or parts in the volumes Besi requires and at acceptable quality levels, prices
and delivery timetables.
• Potential inability of suppliers to meet customer demand requirements during volatile
cycles.
• Potential inability of any sole source suppliers to source the raw materials necessary to
provide Besi the components, subassemblies or modules necessary for our operations.
• Reliability or quality issues with certain key components, modules and subassemblies
provided by single source suppliers as to which Besi may not have any short-term
alternative.
• Delays in the delivery of raw materials, modules or subassemblies, which, in turn, may
delay shipments to our customers.
• Loss of suppliers as a result of industry consolidation, bankruptcy or insolvency.
• Potential copying or theft of proprietary designs for unauthorized use or sale to third
parties including competitors.
If Besi were unable to deliver products to its customers on time and at expected costs for
these or any other reasons, or it were unable to meet customer expectations as to cycle
time, or it were unable to maintain acceptable product quality or reliability, then its
business relationships, market share, financial condition and operating results could be
materially and adversely affected.
142
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Undetected problems in Besi’s products could directly impair its financial results.
Besi makes highly complex products and, accordingly, there is a risk that defects may
occur in any of our system. Such defects can give rise to significant costs, including
expenses related to recalling products, replacing defective items, writing down defective
inventory and loss of potential sales. In addition, the occurrence of such defects may give
rise to product liability and warranty claims, including liability for damages caused by such
defects. If flaws in the design, production, assembly or testing of its products (by Besi or
its suppliers) were to occur, we could experience a rate of failure in our products that could
result in substantial repair, replacement or service costs and potential damage to Besi’s
reputation. Moreover, since the cost of replacing defective semiconductor devices is often
much higher than the value of the devices themselves, we could face damage claims from
customers in excess of the amounts they pay us for our products, including consequential
damages.
The costs of product defects and errata (deviations from product specifications) due to, for
example, problems in Besi’s design and manufacturing processes could include:
• Incurring warranty expenses.
• Writing off the value of inventory.
• Disposing of products that cannot be fixed.
• Retrofitting products that have been shipped.
• Providing product replacements or modifications.
• Defending against litigation.
Besi also faces exposure to potential liability resulting from the fact that its customers
typically integrate the semiconductors assembled by its systems into numerous consumer
products which are then sold into the marketplace. Besi is exposed to product liability
claims if semiconductors assembled using its systems or the consumer products based on
them malfunction and result in personal injury or death. Besi may be named in product
liability claims even if there is no evidence that our products caused the damage in
question and such claims could result in significant costs and expenses relating to
attorneys’ fees and damages. In addition, our customers may recall their products if they
prove to be defective or make compensatory payments in accordance with industry or
business practice or in order to maintain good customer relationships. If such a recall or
payment is caused by a defect involving one of our systems, our customers may seek to
recover all or a portion of their losses from us. Costs or payments we may make in
connection with warranty and other claims or product recalls may adversely affect our
results of operations and financial condition. There can be no assurance that we will be
successful in maintaining our relationships with customers with whom we have incurred
quality problems. Furthermore, if litigation occurs, we could incur significant costs and
liabilities to defend ourselves against such claims. There can also be no assurance that our
insurance policies will be available or adequate to protect us against such claims.
Besi's reputation is also susceptible to damage from events such as significant disputes
with customers, alleged product defects, internal control deficiencies, delivery failures, or
actions of current or former customers, directors, employees, competitors, vendors or
partners. If our brand image is tarnished by negative perceptions, our ability to attract and
retain customers, talent and ecosystem partners could be impacted which in turn may
negatively impact our business as a whole.
Continued improvements in manufacturing capabilities, controls of material and
manufacturing quality and costs and product testing are critical factors to Besi’s future
growth. There can be no assurance that our efforts to monitor, develop, modify and
implement appropriate tests and manufacturing processes for Besi’s products will be
sufficient to permit us to avoid a rate of product failure that results in substantial delays
in shipments, repair, replacement or service costs and/or potential damage to our
reputation, any of which could have a material adverse effect on Besi’s business, results
of operations and financial condition.
Besi’s use of global and diverse information technology systems could result in ineffective
or inefficient business management and could expose it to security threats to its data
resources and intellectual property.
Besi currently utilizes a variety of information technology (“IT”) systems to run its global
operations. At present, Besi’s operations rely on a range of different software systems to
manage sales, administrative and production functions. Some of these systems are
proprietary and others are purchased from third party vendors. In addition, some of these
systems are maintained on-site by Besi personnel while others are maintained off-site by
third parties.
We maintain and rely extensively on IT systems and network infrastructure for the effective
operation of our business and protection of technological resources. We also hold large
amounts of data in data center facilities around the world upon which our business
depends. We could experience a disruption or failure of our systems, or of the third-party
hosting facilities or other services that we use. Such disruptions, failures or threats could
include a major earthquake, flood, fire, cyber attack, act of terrorism, ransomware or other
catastrophic event as well as power outages or telecommunications infrastructure
outages or a decision by one of our third-party service providers to close facilities that we
use without adequate notice or other unanticipated problems with the third-party services
that we use, including a failure to meet service standards. Further, as AI continues to
evolve, cyber attackers could also use AI to develop malicious codes and sophisticated
phishing attempts. As a highly automated business with a significant amount of our
customers, suppliers and employees working remotely, any such disruptions or failures
could (i) result in the destruction or disruption of our critical business operations, controls
or procedures or IT systems, (ii) result in the loss or divulgence of trade secrets and other
143
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
sensitive information such as proprietary information of Besi's customers and other
stakeholders and the personal information of our employees, (iii) severely affect our ability
to conduct normal business operations including delaying completion of sales and
provision of services, (iv) result in a material weakness in our internal control over financial
reporting, (v) harm our reputation and (vi) adversely affect our ability to attract and retain
customers, any of which could materially adversely affect our future operating results.
Besi believes that there has been a global increase in IT security threats and higher levels
of professionalism in computer crime which pose a greater risk to the confidentiality,
availability, distribution and integrity of our internal data and information. Besi relies on
commercially available systems, software, tools and monitoring to provide security for the
processing, transmission and storage of confidential information. A disruption, infiltration
or failure of our IT systems or any of our data centers could occur as a result of technological
error, computer viruses, or third-party action including intentional misconduct by computer
hackers, physical break-ins, the actions of state actors, industrial espionage, ransomware
efforts, fraudulent inducement of employees or customers to disclose sensitive information
such as usernames or passwords, and employee or customer error or malfeasance.
A security breach could result in unauthorized access to or disclosure, modification,
misuse, loss, or destruction of our or our customers’ data (including proprietary design
information, intellectual property or trade secrets). Because there are many different
security breach techniques and such techniques continue to evolve, we may be unable to
anticipate attempted security breaches and implement adequate preventative measures.
Any security breach or successful denial of service attack could result in a loss of customer
confidence in the security of our products and damage to our brand, reduce the demand for
our offerings, disrupt our normal business operations, compromise our competitive
technological position, require us to spend material resources to investigate or correct the
breach, expose us to legal liabilities including litigation, regulatory enforcement and
indemnity obligations and materially adversely affect our operating results.
In addition, Besi and its affiliates worldwide employ certain third-party service providers
with whom we need to share highly sensitive and confidential information to enable them
to provide the relevant services to us. While Besi requires such third-party service providers
to strictly fulfill the confidentiality and/or internet security requirements in its service
agreements with them, there is no assurance that each of them will comply with such
obligations. Moreover, such third-party service providers may also be susceptible to
cyberattacks. If Besi or its service providers are not able to timely resolve the respective
technical difficulties caused by such cyberattacks, or ensure the integrity and availability
of its data (and data belonging to its customers and other third parties) or maintain control
of Besi's or its service providers’ computing systems, Besi's commitments to its customers
and other stakeholders may be materially impaired and its results of operations, financial
condition, prospects and reputation may also be materially and adversely affected.
Our business may be harmed if we fail to attract and retain qualified personnel.
Besi’s success depends on the continued contribution of its senior executive officers and
key employees including specialists with advanced qualifications in engineering,
electronics, software and computing. In addition, we need to attract and retain other
qualified management, technical, sales and support personnel for our operations,
particularly to help expand our Asian production and technical capabilities. Experienced
personnel with the relevant and necessary skill sets in our industry are in high demand and
competition for their talents is intense, especially in Asia. The loss of personnel, talent
shortages, illegal talent poaching, immigration controls or changes in market demand for
Besi's products and services could hinder its ability to fulfill personnel needs with high-
quality professionals in a timely fashion.
Besi’s business and future operating results also depend on the continuous monitoring
and adjustment of our Asian production capacity given the cyclical nature of our business
and increased seasonal influences on order rates. We believe that our ability to increase
manufacturing capacity has from time to time been constrained by the limited availability
of skilled technical and production personnel available. Competition for such personnel is
intense and may be amplified by evolving and periodic restrictions on immigration, travel
or availability of visas for skilled technology workers. Additionally, rising labor costs in the
various countries in which Besi operates could adversely affect its business, financial
condition and results of operations.
We may face labor disruptions that could interfere with our operations and may be unable
to efficiently reorganize our workforce in the event of a market downturn.
Besi employed a total staff of 1,878 fixed personnel as of December 31, 2024, of whom
approximately 68% were based in Asia and 32% were based in Europe and North America.
Some of Besi's employees in Europe are members of Works Councils. While Besi believes
that it has good relations with Works Councils and employees generally, there can be no
assurance that its relations will not deteriorate and that it will not experience labor
disputes in the future. There can be no assurance that Besi's employees will not make
claims or that it will not have work stoppages in the future, which if they occur, would have
a material adverse effect on Besi's business, financial condition or results of operations.
Besi cannot guarantee that its employees will not go on strike in the future. Any work
stoppages resulting from employee strikes or slowdowns could hinder Besi's operations
and production.
Furthermore, in the event of a market downturn, or other events leading to a decrease in
Besi's business volume, we may have to downsize our industrial activities, including staff
reductions and/or the discontinuation of some operations. Flexibility in human resource
management is, however, significantly affected by labor laws and regulations and by the
terms of the agreements between Besi, Works Councils and government authorities. Labor
144
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
law practices provide significant protections for worker rights in various countries where
Besi operates. If there is a market decline or a reduction in business and Besi is unable to
reorganize its workforce consistent with market realities or otherwise to adjust its
production capacity, or is required to incur significant costs in connection therewith, Besi's
business, financial condition and results of operations could be materially adversely
affected.
Any significant disruption to Besi’s operations could reduce the attractiveness of our
products and result in a loss of customers.
The timely delivery and satisfactory performance of Besi’s products are critical to our
operations, reputation and ability to attract new customers and to retain existing
customers. Besi’s administrative, development and systems manufacturing are located all
over the world including locations in the Netherlands, Malaysia, Singapore, Austria, China,
Vietnam and Switzerland. Some of Besi’s facilities are in locations that have experienced
severe weather conditions, fire, natural disasters, flooding, political unrest and/or terrorist
incidents. For example, the operations of Besi’s die bonding facility located near Kuala
Lumpur, Malaysia were disrupted by a severe flood in the fourth quarter of 2021 which
caused us to defer some shipments by four to eight weeks and to incur € 7.4 million of
costs to repair systems affected by the flood.
If the operations at any of our facilities in the future were damaged or destroyed as a result
of any of the foregoing, or as a result of other factors, Besi could experience interruptions
in its service, delays in product deliveries and would likely incur additional costs to arrange
new production facilities which may not be available on timely or commercially reasonable
terms, or at all. Any interruptions to Besi’s operations or delays in delivering its products
could harm our customer relationships and brand reputation, divert employees’ attention,
decrease revenue, increase our liability exposure and could potentially cause order
cancellations, any of which could adversely affect Besi’s business, financial condition and
results of operations. It is unclear whether Besi’s insurance policies would adequately
compensate for any losses incurred as the result of a production or service disruption or
delay.
Besi is largely dependent upon its international operations.
Besi has manufacturing and/or sales and service facilities and personnel in the Netherlands,
Austria, Malaysia, Korea, Hong Kong, Singapore, China, the Philippines, Taiwan, Thailand,
Switzerland, Vietnam and North America. Its products are marketed, sold and serviced
worldwide. In addition, approximately 67% of its sales in 2024 were to customers outside
of Europe and 68% of its fixed employees at year end 2024 were located in facilities outside
of Europe.
Besi’s operations are subject to risks inherent in international business activities including,
in particular:
• General economic, banking and political conditions in each country.
• Unpredictable legal systems in developing countries, including unexpected changes in
regulatory requirements, compliance with a variety of foreign laws and regulations
including restrictions on immigration, travel, or the availability of visas.
• The overlap of different tax structures with potentially conflicting interpretations of tax
regulations.
• Management of an organization spread over various countries.
• Currency fluctuations which could result in reduced revenue, increased operating
expenses and foreign currency controls.
• Greater difficulty in accounts receivable collection and longer collection periods.
• Difficulty in enforcing or adequately protecting Besi’s intellectual property in foreign
jurisdictions.
• Tariffs, import and export licensing requirements, trade restrictions, restrictions on
foreign investments and changes in freight rates.
• Political unrest and terrorist activities in the countries in which it operates.
• Corruption, bribery and human rights violations.
• Varying impacts per region from climate change events.
In addition, each region in the global semiconductor equipment market exhibits unique
characteristics that can cause capital equipment investment patterns to vary significantly
from period to period.
Much of Besi's production is conducted in markets which may subject us to greater risks
related to political, legal and economic risk.
In recent years, Besi has significantly increased its production, engineering and supply
chain capabilities in Malaysia, China, Vietnam and Singapore to increase its local presence
and operational efficiency. Personnel in these jurisdictions represented 68% of our total
fixed headcount at year end 2024. Certain governments and judiciaries in these regions
exercise broad, unchecked discretion. This can lead to misuse, corruption and rapid change
of policies upon which Besi relies and with which we seek to comply. Some places where
Besi and its customers work might also have issues with corruption, poor human rights
protection, and a lack of clear rules and openness. In light of these risks, compliance with
applicable regulatory schemes in Europe, the United States and throughout the world
could place a strain on Besi's internal procedures. Any perceived or actual failure to address
such risks could have a material impact on Besi's reputation, business, financial condition
and results of operations.
145
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Recent regulations and increased customer focus on the usage of conflict minerals in
product supply chains may force us to incur additional expenses, make our supply chain
more complex and result in damage to Besi’s customer reputation.
US, European and Chinese regulatory authorities have established initiatives with respect
to the usage by corporations of certain minerals and metals known as conflict minerals in
their products, regardless of whether such products are manufactured by third parties.
Regulations require companies to conduct due diligence and disclose whether the subject
minerals originated from the Democratic Republic of Congo (“DRC”) and/or certain adjoining
countries. The implementation of such regulations could adversely affect the sourcing,
availability and pricing of minerals used in the manufacture and assembly of semiconductor
devices. Besi’s reputation could also be harmed since our supply chain is complex and
verification of the origins of these materials in our products through due diligence
procedures may be difficult and costly and may not be possible at all. In such an event, we
may also face difficulties in satisfying customers who require that all our product
components be certified as conflict-free.
Financial risks
Besi’s historical financial results have fluctuated significantly and may continue to do so
in the future.
Given the cyclical nature of Besi's industry, its quarterly revenue, orders and operating
results have fluctuated significantly in the past and may continue to do so in the future.
Besi believes that period to period comparisons of its operating results are not necessarily
indicative of future operating results. Uncertainties that have caused our operating results
to fluctuate in the past and which are likely to affect them in the future include the
following, many of which are beyond our control:
• Global macroeconomic trends and geopolitical events which may influence levels of
gross domestic product, purchasing power and consumer confidence of various regions
including both developed and lesser developed countries and which may affect customer
willingness to invest in new production capacity.
• The number and frequency of new electronics introductions, particularly for retail
applications such as mobile, computing, gaming, infotainment and automotive end-user
markets.
• The volatility and seasonality of the semiconductor industry and its impact on
semiconductor equipment suppliers.
• Industry capacity utilization, pricing and inventory levels.
• The timing of new customer device introductions and production processes which could
require the addition of new assembly equipment capacity.
• The success of Besi’s research and development activities including new hybrid bonding
and other wafer level assembly systems and volume production related thereto.
• The length of sales cycles and lead times associated with Besi’s product offerings.
• The timing, size and nature of Besi’s transactions.
• The financial health and business prospects of Besi’s customers.
• The impact on potential orders from consolidation trends among semiconductor
producers.
• The proportion of semiconductor demand represented by industrial and retail
applications.
• Our ability to scale operations on a timely basis consistent with product demand.
• The ability of Besi’s suppliers to meet our demand for components, subassemblies and
modules on a timely basis.
• The market acceptance of new products or product enhancements by Besi or its
competitors.
• The timing of new personnel hires and the rate at which new personnel becomes
productive.
• Changes in pricing policies by Besi’s competitors.
• Changes in Besi’s operating expenses.
• Besi’s ability to adequately protect its intellectual property.
• Besi’s ability to integrate any future acquisitions and any restructuring charges related
thereto.
• The fluctuation of foreign currency exchange rates.
• The impact of any future pandemic on our customers, suppliers and employees.
Because of such uncertainties, investors should not rely on period to period comparisons
of Besi’s results of operations as an indication of future performance. In future periods,
Besi’s results of operations could differ from estimates of public market analysts and
investors. Such discrepancies could cause the market price of its securities to decline.
Besi’s orders at any particular date may not be indicative of future operating results.
Besi’s orders aggregated € 586.7 million in 2024 which reflected a 7.0% increase versus
2023. Orders are generally subject to customer cancellation at any time upon payment of
a negotiated cancellation fee. However, such cancellation fees are generally not sufficient
to cover in full all costs incurred up to date of the cancellation. During market downturns,
semiconductor manufacturers historically have cancelled or deferred additional equipment
purchases. Besi’s bookings may also be influenced by seasonal factors which typically
cause order levels to decline in the second half of the year from peak levels reached in the
first half year.
146
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Because of the possibility of changes in delivery schedules, expedited cycle times,
cancellations and delays in product shipments, Besi’s orders at any particular date may
not be representative of actual revenue for any succeeding period. Besi’s current and
future dependence on a limited number of customers increases the potential revenue
impact of any delay or deferral activity by customers.
Besi may not be able to adjust its costs and overhead levels quickly enough to offset
revenue declines it may experience in the future.
A significant portion of Besi's operating costs is fixed including personnel, facility costs
and many general and administrative costs. Generally, these costs do not decrease when
customer demand drops or when Besi's capacity utilization rates fall. Therefore, a decline
in customer demand, among other factors, could significantly reduce Besi's margins and
profitability. In less favorable economic environments, Besi is generally faced with a
decline in the utilization rates of its manufacturing facilities due to decreased demand for
its products. During such periods, its production facilities could operate at a lower loading
level while the fixed costs associated with full capacity continue to be incurred, resulting
in a lower gross profit.
Expense levels in future periods will be based, in large part, on expectations regarding
future revenue sources. As a result, our operating results for any given period in which
material orders fail to occur, are delayed or are deferred, could vary significantly. Due to
the nature of such fixed costs, we may not be able to reduce our fixed costs sufficiently or
in a timely manner to offset any future revenue declines. Our inability to align revenue and
expenses in a timely and sufficient manner could have an adverse impact on Besi’s gross
margins and results of operations.
A limited number of customers have accounted for a significant percentage of Besi’s
revenue, and its future revenue could decline if it cannot maintain or replace these
customer relationships.
Historically, a limited number of Besi’s customers have accounted for a significant
percentage of its revenue. In 2024, one customer represented more than 10% of Besi’s
revenue and its largest ten customers accounted for 52% of revenue. We anticipate that
our results of operations in any given period will continue to depend to a significant extent
upon revenue from a relatively limited number of customers. In addition, we anticipate
that the composition of such customers will continue to vary from year to year so that the
achievement of our long-term goals will require the maintenance of relationships with
existing customers and obtaining additional customers on an ongoing basis. Besi’s failure
to enter into and realize revenue from a sufficient number of customers during a particular
period could have a significant adverse effect on our revenue development.
In addition, there are a limited number of customers worldwide interested in purchasing
semiconductor manufacturing equipment and an even more limited number of major
customers and supply chains for specific end market applications such as smartphones,
tablets, wearables, laptops, computers and automotive electronics. As a result, if only a
few potential customers were to experience financial difficulties or file for bankruptcy
protection, the semiconductor equipment manufacturing market as a whole, and Besi’s
revenue and results of operations specifically, could be negatively affected.
Besi must continue to invest in research and development activities even if not always
successful.
Besi participates in a highly competitive industry. In order to remain competitive, Besi
must continue to develop new products and enhancements to its existing products,
including new hybrid bonding and other wafer level assembly systems in order to maintain
or expand its market position. Besi expects to continue its significant investment in
development activities which may not always be successful or ultimately grow its business
or result in long-term profitability.
Maintaining adequate levels of research and development spending to meet market
demands is essential to Besi's long-term competitive position. Failure to do so could
present an advantage to Besi's competitors. If Besi is not successful or unable to develop
products due to certain constraints, such as high employee turnover, lack of management
ability or a lack of liquidity or other development resources, including through third-party
outsourcing firms, its competitiveness could be harmed.
Besi’s results of operations have in the past and could in the future be affected by currency
exchange rate fluctuations.
The following tables set forth Besi’s revenue and costs and expenses by principal functional
currency for 2024, 2023 and 2022:
Revenue
2024 2023 2022
US dollar 71% 75% 72%
Euro 29% 25% 28%
Total 100% 100% 100%
147
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Costs and Expenses
2024 2023 2022
Euro 37% 32% 27%
Malaysian ringgit 22% 23% 30%
Chinese renminbi 12% 15% 14%
Singapore dollar 10% 10% 8%
Swiss franc 9% 8% 8%
US dollar 8% 8% 10%
Other 2% 4% 3%
Total 100% 100% 100%
Besi’s principal reporting currency is the euro. Due to its global operations and differences
in the foreign currency composition of its revenue and costs and expenses, Besi’s results
of operations could be adversely affected by fluctuations in the values of, and the
relationships between, the euro, the US dollar, Swiss franc, Malaysian ringgit, Chinese
renminbi and Singapore dollar. We seek to manage our exposure to currency fluctuations
in part by hedging firmly committed sales contracts denominated in US dollars. While
management will continue to monitor its exposure to currency fluctuations and may use
financial hedging instruments to minimize the effect of such fluctuations, Besi cannot
assure that exchange rate fluctuations will not have a material adverse effect on its
results of operations or financial condition.
Besi’s principal competitors are domiciled in countries utilizing primarily US dollar and/or
Japanese yen as their principal currencies for the conduct of their operations. Besi believes
that a decrease in the value of the US dollar and US dollar linked currencies or Japanese
yen in relation to the euro could lead to intensified price-based competition in the markets
in which Besi operates resulting in lower prices and margins and could have a negative
impact on our business and results of operations.
Changes in taxation could affect our future profitability.
Besi is subject to income taxes in the Netherlands and other countries in which we are
active. Besi's effective tax rate has fluctuated in the past and may fluctuate in the future.
Changes in Besi's business environment can affect its effective tax rate. The same applies
to changes in tax legislation in the countries where Besi operates, together with
developments driven by global organizations such as the Organization for Economic Co-
operation and Development (“OECD”), as well as any change in approach to tax by fiscal
authorities. These initiatives have already resulted in and may result in further increased
compliance obligations for us. Additionally, this may result in an increase in our effective
tax rate in future years.
Changes in tax legislation may adversely impact Besi's tax position and consequently its
net income. Besi's worldwide effective tax rate is influenced by research and development
tax credits and incentives offered by many of the countries where Besi has operations.
Besi's Dutch, Swiss, Austrian, Singaporean and Malaysian operations each have benefited
from such R&D investment programs. The determination of such tax incentives is complex
and relies on interpretations of international tax treaties, which may vary from jurisdiction
to jurisdiction. As of the date of this Annual Report, Besi is party to a tax proceeding
related to, inter alia, transfer pricing associated with R&D subsidies received from 2015 to
2018 and 2019 to 2021 (see Note 29 Income Taxes of the Financial Statements). If any of the
jurisdictions in which Besi operates alter their tax policies/laws in this respect, it may
increase Besi's out of pocket development spending and have an adverse effect on Besi's
worldwide effective tax rate. In addition, jurisdictions levy corporate income tax at different
rates. The mix of Besi's revenue over the various jurisdictions in which Besi operates may
vary from year to year, resulting in a different mix of corporate income tax rates applicable
to our profits. This can also affect Besi’s worldwide effective tax rate and net income.
Besi's insurance is limited and subject to exclusions.
As of December 31, 2024, Besi operated eight production and R&D facilities in Asia and
Europe and 13 sales and service offices across Europe, Asia and North America. Besi
currently has a number of different insurance policies in place that cover property damage
and losses due to the interruption of its business subject to customary conditions. Besi
believes that this coverage is adequate to cover the risk of loss resulting from any damage
to its property or the interruption of any of its business operations. The insurance policies
are, however, subject to limits and exclusions. There can be no assurance that Besi's
insurance policies will be sufficient to cover all potential losses. In addtion, Besi may not
be able to obtain sufficient levels of property insurance coverage in the future or that such
coverage will be available on terms acceptable to us.
Besi may not declare dividends at all or any particular amount in any given year.
Besi aims to pay an annual dividend in accordance with its dividend policy and seeks to
increase the amount over time. On an annual basis, the Board of Management (with
Supervisory Board approval) will submit a proposal for approval at the Annual General
Meeting of Shareholders with respect to the dividend amount to be declared for the prior
financial year. The proposal in any given year will be subject to (i) Besi’s review of (a) its
annual and prospective financial performance, liquidity and financing needs, (b) the
prevailing market outlook, (c) its strategy, market position and acquisition strategy and/or
(ii) a target dividend payout ratio in the range of 40-100% relative to net income to be
adjusted accordingly if the factors referred to under (i) so require.
Accordingly, the Board of Management may decide not to pay a dividend, or a lower
dividend, with respect to any particular year in the future which could have a material
adverse effect on the price of Besi’s ordinary shares.
148
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Sustainability risks
Besi is subject to environmental risks in the form of climate-related transition and physical
risks. Besi is subject to environmental rules and regulations in a variety of jurisdictions and
from its customers and Besi may be materially and adversely affected by operational
disruptions, natural disasters and the impact of climate change on its operations.
Besi has production facilities in multiple jurisdictions and conducts business with its
customers worldwide. As the world transitions to a less carbon intensive energy system,
Besi’s value chain will be subject to a myriad of governmental regulations in response to
climate change related issues. Compliance with existing or future environmental rules and
regulations may: (i) result in significant costs to us and our suppliers for additional capital
equipment or other process requirements, (ii) restrict our ability to expand our operations
and/or (iii) cause us to curtail our operations. We also could incur significant costs,
including fines or other sanctions and third-party claims, because of violations of, or
liabilities under, such laws and regulations.
In addition to regulatory compliance, increasing customer sustainability requirements as
well as our own internal targets, could cause us to alter our manufacturing, operations or
equipment designs from time to time and incur substantial expense to satisfy such
increased regulatory and sustainability requirements. To the extent that higher costs
result in higher prices for our products, we may experience a reduction in the demand for
such products, which could negatively affect our results of operations. Conversely, we may
not be able to pass such increased costs through to customers in the form of higher prices,
as a result of which our results of operations may also be adversely affected. Any failure to
comply with or meet such environmental rules and regulations, customer requirements or
sustainability targets could adversely impact the demand for our products and subject us
to significant costs and liabilities and reputational risks that could adversely affect our
business, financial condition and results of operations.
Besi’s operations, reputation, and ability to attract and retain customers are dependent
on the timely delivery and satisfactory performance of its products. Besi is susceptible to
potential material and adverse effects from natural disasters and the impact of climate
change. Despite Besi’s commitment to maintaining operational resilience, its business
and operations, along with those of its customers and suppliers, can be disrupted by acute
and chronic physical risks. These include flooding, typhoons, droughts, air temperature
increases and wildfires. Future disruptions at any of Besi’s facilities could result in service
interruptions, delivery delays, additional costs and potential order cancellations which
could adversely affect its business, financial condition and results of operations. It remains
uncertain whether insurance policies would adequately compensate for any losses
incurred due to such disruptions.
Such catastrophic events can make it difficult or impossible to manufacture or deliver
products, receive materials from suppliers or perform critical functions. If Besi’s customers
or suppliers cannot resume their operations on a timely basis due to a catastrophic event,
we may be unable to fulfil customer orders and/or experience reduced or cancelled orders.
For example, significant typhoons and storm surges in the East Asian monsoon region in
September 2023 resulted in business operation disruptions at some semiconductor
factories and supplier operations in the region which caused difficulties in fulfilling
customer orders.
Besi’s business, reputation and financial position may be harmed by health and safety
incidents, human rights violations, unethical behavior and non-compliance with Besi’s
Code of Conduct at its operations.
Besi seeks to conduct its business in accordance with internationally recognized standards
and best practices. We have adopted an environmental, health and safety management
structure for our operations that typically exceed minimum legal and regulatory compliance
levels and applied European social and ethical standards in the conduct of our operations
wherever possible. Besi has established a Code of Conduct which governs the behavior of
our employees worldwide on matters such as human rights, integrity, and ethical behavior,
all of which are important values to us.
However, Besi has encountered in the past, and may in the future encounter unethical
behavior and breaches to our Code of Conduct due to intentional behavior by individual
employees. Issues can arise unintentionally or from a lack of adherence to appropriate
rules and regulations. Unethical behavior and misconduct could lead to fines, penalties
and claims by injured parties as well as material financial loss and damage to Besi's
reputation with stakeholders.
Moreover, environmental, social and governance matters continue to evolve rapidly. To the
extent such matters have the effect of negatively impacting our reputation, they may also
impede our ability to compete as effectively or to recruit and/or retain employees, which
may adversely affect our operations.
Potential and actual negative impacts on sustainability matters such as human rights,
working conditions, and health and safety, within Besi’s supply chain could adversely
impact its reputation, supply of critical materials, and liabilities.
Besi has an indirect impact on the employees within its supply chain. Besi operates with
the highest ethical and sustainability standards while complying with all relevant laws,
regulations and standards, and we expect our suppliers to do the same. There is the
potential that by conducting business with suppliers, even after significant efforts to
ensure that they do not cause negative impacts on their workforce, that they may fail to
adhere our high standards in these areas. Potential negative impacts include those related
149
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
to human rights, poor working conditions, health and safety issues, and non-compliance
with Besi’s Supplier Code of Conduct.
If Besi’s suppliers are to cause such negative impacts on their employees, Besi could be
exposed to supply chain disruptions from issues such as labor strikes. Supply chain
disruptions based on human rights impacts could interrupt Besi’s operations or delay the
delivery of its products and adversely impact Besi’s customer relationships and brand
reputation, divert employees’ attention, decrease revenue, increase its liability exposure
and could potentially cause order cancellations, any of which could adversely affect Besi’s
business, financial condition and results of operations. In addition, non-compliance to
safety regulations could result in legal actions, fines and penalties. If litigation occurs, we
could incur significant costs and liabilities to defend ourselves against such claims.
Disobedience with the prevention and detection of bribery and corruption could lead to
financial loss.
Besi relies on an international supply chain for activities which include the sourcing of raw
materials, components and semi-finished products from vendors. In addition, with the
significant growth of our business in recent years, including an increase in the complexity
of our supply chain, ensuring compliance with our supplier code of conduct and the
prevention of bribery and corruption has become more challenging.
A consequence of our expanding international operations could expose us to fines and
penalties if we fail to comply with regulations such as anti-bribery laws and local laws
prohibiting corrupt payments to governmental officials. Although we have implemented
policies and procedures designed to help ensure compliance with such laws, there can be
no assurance that our employees, partners and other persons with whom we do business
will not take actions in violation of our policies or these laws. Any violations could subject
us to civil or criminal penalties including substantial fines or prohibitions on our ability to
offer our products and services to one or more countries and could also materially damage
Besi’s reputation and brand identity.
Legal and compliance risks
Besi may in the future be involved in legal proceedings, including with regard to its key
customers.
While Besi is currently not involved in any material legal proceedings, Besi may be involved
in litigation from time to time including lawsuits pertaining to product liability,
environmental law, competition law and health and safety matters. We may be also
subject to other proceedings, such as regulatory and tax investigations and audits as well
as inspections by tax and other regulatory authorities, which may expose Besi to criminal
or civil enforcement actions, including penalties and suspension or disqualification from
contracting. Any current or future legal proceeding, whether successful or not, could be
costly, divert management’s attention and result in reputational damage.
When we determine that a significant risk of a future claim against Besi exists, Besi
records provisions in an amount equal to its estimated liability. There can be no assurance
that Besi's provisions will be sufficient to cover its actual litigation costs. Any failure to
prevail in current or future litigation or to accurately predict the amounts at stake in a
litigation or the likelihood of prevailing in any such litigation could result in unfavorable
outcomes. Any of these developments could have a material adverse effect on Besi's
business, financial condition and results of operations.
Besi may not be able to protect its intellectual property rights which could make it less
competitive and cause it to lose market share.
Although Besi seeks to protect its intellectual property rights through patents, trademarks,
copyrights, trade secrets, confidentiality and assignment of invention agreements and
other measures, there can be no assurance that we will be able to protect our technology
adequately, that our competitors will not be able to develop similar technology
independently, that any of Besi’s pending patent applications will be issued or that
intellectual property laws will protect our intellectual property rights. In addition, Besi
operates internationally and intellectual property protection varies among the jurisdictions
in which we conduct our business operations. In certain jurisdictions, the prevention of
theft or copying can be challenging. Litigation may be necessary to enforce our patents,
copyrights or other intellectual property rights, to protect our trade secrets, to determine
the validity and scope of the proprietary rights of others or to defend against claims of
infringement. Litigation could result in substantial costs and a diversion of resources,
distract management from operating the business and could have a material adverse
effect on our business and operating results.
In addition, third parties may seek to challenge, invalidate or circumvent any patent issued
to Besi. Further, the rights granted under any patent issued to Besi may not provide
competitive advantages and third parties may assert that our products infringe patents,
150
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
copyrights or trade secrets of such parties. Also, third parties may challenge, invalidate or
circumvent technology which Besi licenses from third parties. If any party is able to
successfully claim that Besi’s creation or use of proprietary technology infringes upon
their intellectual property rights, Besi may be forced to pay damages. In addition to any
damages Besi may have to pay, a court could require us to stop the infringing activity or
obtain a license which may not be available on terms which are favorable to Besi or at all.
If Besi fails to obtain or maintain certain technologies or intellectual property licenses, or
fail to prevent its intellectual property from being misappropriated, and if litigation
relating to alleged intellectual property matters occurs, it could: (i) prevent Besi from
manufacturing particular products or selling particular services or applying particular
technologies and (ii) reduce our ability to compete effectively against entities benefiting
from misappropriated intellectual property, which could reduce Besi's opportunities to
generate revenue.
Furthermore, given the nature of the semiconductor industry, Besi may receive, from time
to time, communications from third parties, including non-practicing entities and
semiconductor companies, asserting that its technologies, its manufacturing processes,
or the design IPs of the systems made by Besi or the use of those semiconductors by Besi's
customers might infringe their patents or other intellectual property rights. The assertions
made and lawsuits initiated by litigious, well-funded, non-practicing entities are
particularly aggressive in their monetary demands and in seeking court-issued injunctions.
Intellectual property cases are uncertain, time-consuming and involve complex legal and
factual questions. If we become involved in this type of litigation, whether or not a claim
has merit, it could consume significant resources and divert our attention from our
business. Such lawsuits and assertions could increase Besi's cost of doing business and
could potentially be extremely disruptive if such asserting entities succeed in blocking the
sale of products made, and services offered by Besi.
Anti-takeover provisions could delay or prevent a change of control including a takeover
attempt that might result in a premium over the market price for Besi’s ordinary shares.
Besi’s articles of association provide for the possible issuance of preference shares. In
April 2000, Besi established the foundation “Stichting Continuïteit BE Semiconductor
Industries” (the “Foundation”) whose board consists of five members, three of whom are
independent of Besi. Besi has granted the Foundation a call option pursuant to which the
Foundation may purchase preference shares in a maximum amount equal to the total
number of Besi’s ordinary shares outstanding at the time of exercise of the option minus
one. If the Foundation were to exercise the call option, it may result in delaying or
preventing a takeover attempt including a takeover attempt that might result in a premium
over the market price for Besi’s ordinary shares.
Shareholder Information
151
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
152
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Euronext Amsterdam listing
Besi’s ordinary shares are listed on Euronext Amsterdam and are included in the Euronext
AEX index. The stock symbol is BESI and the ISIN code is NL0012866412.
At December 31,
2024 2023
Number of ordinary shares, net of shares held in treasury 79,312,140 77,015,794
Average daily shares traded* 753,484 958,008
Highest closing price (€) 178.00 140.85
Lowest closing price (€) 97.94 57.32
Year end share price (€) 132.30 136.45
* Includes Euronext and all secondary markets.
OTC Markets
Besi’s Level 1 ADRs are traded on the OTC markets (symbol: BESIY).
Convertible Notes listings
At December 31, 2024, Besi had outstanding (i) € 24.1 million of its 0.75% Senior Unsecured
Convertible Notes due 2027 (the “2020 Convertible Notes”) ISIN XS2211511949 and (ii)
€ 175 million of its 1.875% Senior Unsecured Convertible Notes due 2029 (the “2022
Convertible Notes”) ISIN XS2465773070, all of which are listed on Deutsche Börse’s
Freiverkehr market www.boerse-frankfurt.de.
Senior Notes listing
On July 17, 2024, Besi issued € 350 million principal amount of 4.500% Senior Unsecured
Notes due 2031 (the “2024 Senior Notes”), Mnemonic: BESEMISN, which are listed on The
International Stock Exchange ("TISE").
Besi’s equity structure
Besi’s authorized share capital consists of 160,000,000 ordinary shares and 160,000,000
preference shares. At December 31, 2024, Besi had 81,146,738 issued and outstanding
ordinary shares of which it held 1,834,598 shares in treasury.
The foundation “Stichting Continuïteit BE Semiconductor Industries” (the “Foundation”)
has been granted an option to acquire preference shares, which would, if the option were
exercised, allow the Foundation to acquire a maximum of 50% of the total issued share
capital including the preference shares.
Shareholder Information
BESI MARKET INFORMATION
Symbol/Index
• BESI
• Euronext AEX
Market Cap* • € 10.5 billion ($ 10.9 billion)
Dividend Policy • Pay-out 40-100% of net income per annum
* As of December 31, 2024.
AVERAGE DAILY VOLUME AND LIQUIDITY
Average Daily Volume Liquidity
810
1,171
2019 20242023202220212020
120
100
80
60
40
20
0
1,400
1,200
1,000
800
600
400
200
0
20
695
53
25
Volume (in thousands) Avg Vol * Avg Price (€ millions)
758
69
958
753
87
99
153
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Issuance of ordinary shares and pre-emptive rights
Ordinary shares may be issued pursuant to a resolution of the General Meeting of
Shareholders. The General Meeting of Shareholders may grant the authority to issue
ordinary shares to the Board of Management for a maximum period of five years. After such
designation, the Board of Management may determine the issuance of ordinary shares
subject to the approval of the Supervisory Board. The foregoing applies accordingly to the
granting of rights to subscribe for ordinary shares but shall not be applicable to the
issuance of ordinary shares to a party exercising a previously acquired right to subscribe
for ordinary shares.
Currently, the General Meeting of Shareholders has delegated its authority to the Board of
Management until October 25, 2025, subject to the approval of the Supervisory Board, to
issue ordinary shares and grant rights to subscribe for ordinary shares up to a maximum of
10% of Besi’s issued share capital as from April 25, 2024.
Holders of ordinary shares have a pro-rata, pre-emptive right with respect to any ordinary
shares issued, which right may be limited or excluded. Such shareholders have no pro-rata
pre-emptive right with respect to (i) any ordinary shares issued against contributions
other than in cash, (ii) any issuance of preference shares, or (iii) any ordinary shares issued
to employees (including members of the Board of Management). The foregoing applies
accordingly to the granting of rights to subscribe for ordinary shares but shall not be
applicable to the issuance of ordinary shares to a party exercising a previously acquired
right to subscribe for ordinary shares. On the basis of a designation by the General Meeting
of Shareholders, the Board of Management has the power, subject to the approval of the
Supervisory Board, to limit or exclude the pre-emptive right with respect to any ordinary
shares issued and rights to subscribe for ordinary shares granted until October 25, 2025,
subject to the 10% maximum as described above. The designation may be renewed for
a maximum period of five years. In the absence of such designation, the General Meeting
of Shareholders has the power to limit or exclude such pre-emptive right.
Issuance of preference shares
The provisions in Besi’s articles of association for the issuance of preference shares are
similar to the provisions for the issuance of ordinary shares described herein. However,
an issuance of preference shares will require the prior approval of the General Meeting of
Shareholders if it would result in an outstanding number of preference shares exceeding
100% of the number of outstanding ordinary shares and the issuance is effected pursuant
to a resolution of a corporate body other than the General Meeting of Shareholders such
as the Board of Management. Furthermore, within two years after the first issuance of
such preference shares, a General Meeting of Shareholders will be held to determine the
repurchase or cancellation of such preference shares. If no resolution to repurchase or
cancel the preference shares is adopted, another General Meeting of Shareholders with
the same agenda must be convened and held within two years after the previous meeting
and this meeting will be repeated until no more preference shares are outstanding. This
procedure does not apply to preference shares that have been issued pursuant to a
resolution by the General Meeting of Shareholders. In connection with the issuance of
preference shares, it may be stipulated that an amount not exceeding 75% of the nominal
amount ordinarily payable upon issuance of shares may be paid only if the Company
requests payment.
The Foundation
Under the terms of an agreement entered in April 2002 between Besi and the Foundation,
the Foundation has been granted a call option, pursuant to which it may purchase a
number of preference shares up to a maximum of the total number of outstanding ordinary
shares at the time of exercise of the option minus one. This call option agreement was
revised in May 2008 to comply with applicable laws. The purpose of the Foundation is to
safeguard the interests of Besi, the enterprise connected therewith and all the parties
having an interest therein and to exclude as much as possible influences which could
threaten, among other things, Besi’s continuity, independence and identity. Until the call
option is exercised by the Foundation, it can be revoked by the Company, with immediate
effect. The aim of the preference shares is, among other things, to provide a protective
measure against unfriendly take-over bids and other possible influences that could
threaten Besi’s continuity, independence and identity, including, but not limited to, a
proposed resolution to dismiss the Supervisory Board or the Board of Management.
The Foundation was established in April 2000. The board of the Foundation currently
consists of five members, three of whom are independent of Besi and two of whom are
former members of the Supervisory Board. Please refer to the chapter Other Information
for additional information about the Foundation and its board members.
Voting rights
Each share (whether it is an ordinary share or a preference share) carries the right to cast
one vote. Resolutions by the General Meeting of Shareholders require the approval of an
absolute majority of votes validly cast, unless otherwise required by Dutch law or Besi’s
articles of association.
154
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Repurchase and cancellation of shares
The Board of Management may cause Besi to repurchase for consideration any class of
shares in its own share capital which have been paid-up, subject to certain provisions of
Dutch law and Besi’s articles of association, if (i) the shareholders’ equity less the payment
required to make the acquisition does not fall below the sum of the paid-up and called part
of the issued share capital and any reserves required to be maintained by Dutch law or
Besi’s articles of association and (ii) Besi and its subsidiaries would thereafter not hold
shares (in pledge) with an aggregate nominal value exceeding 50% of its issued share
capital. Shares held by Besi or any of its subsidiaries will have no voting rights and the
Company may not receive dividends on shares it holds in its own share capital. Any such
repurchases may only take place if the General Meeting of Shareholders has granted the
Board of Management the authority to effect such repurchases, which authorization may
apply for a maximum period of 18 months. The Board of Management, with the approval of
the Supervisory Board, is currently authorized to repurchase up to 10% of Besi’s issued
share capital from April 25, 2024 through October 25, 2025.
Upon a proposal of the Board of Management, with the approval of the Supervisory Board,
the General Meeting of Shareholders has the power to reduce Besi’s issued share capital
by means of cancelling shares held in treasury or by reducing the nominal value of the
shares by way of an amendment of its articles of association. Any such proposal is subject
to the relevant provisions of Dutch law and Besi’s articles of association. Upon the proposal
of the Board of Management, with the approval of the Supervisory Board, the General
Meeting of Shareholders authorized the cancellation of ordinary shares held in treasury of
up to a maximum of 10% of Besi’s issued share capital as of April 25, 2024. In accordance
therewith, the Board of Management was authorized to determine the exact number of
ordinary shares to be so cancelled.
Change of control provisions in significant agreements
Each of Besi’s 2020 and 2022 Convertible Notes contain change of control provisions under
which in the event of a change of control of Besi (as defined), the holder of a Convertible
Note will have the right to require Besi to redeem that Convertible Note at 100% of its
principal amount together with accrued and unpaid interest thereon. Further, Besi’s 2024
Senior Notes contain a change of control provision under which in the event of a change of
control, Besi will offer a payment to Noteholders in cash equal to 101% of the aggregate
principal amount of the Notes repurchased plus accrued and unpaid interest. In addition,
Besi’s revolving credit facility with a consortium of banks contains a provision requiring the
repayment of all borrowings outstanding upon a change of control of Besi (as defined) at
100% of its principal amount outstanding. At December 31, 2024, there was no change of
control provision contained in any other of Besi’s material agreements.
Dividend policy
Besi considers the payment of dividends on an annual basis based upon (i) a review of its
annual and prospective financial performance, liquidity and financing needs, the prevailing
market outlook and Besi’s strategy, market position and acquisition strategy and/or (ii) a
dividend payout ratio in the range of 40-100% relative to net income to be adjusted if the
factors referred to under (i) so require.
Due to Besi’s earnings and cash flow generation in 2023, the Board of Management
proposed, with the approval of the Supervisory Board, and Besi paid a cash dividend to
shareholders equal to € 2.15 per share for 2023 which resulted in cash payments to
shareholders of € 171.5 million in 2024.
Due to Besi’s earnings and cash flow generation in 2024, the Board of Management will
propose, with the approval of the Supervisory Board, a cash dividend to shareholders equal
to € 2.18 per share for 2024 for approval at Besi’s Annual General Meeting of Shareholders
to be held on April 23, 2025.
The payments for the year 2023 and proposed for the year 2024 represent a dividend payout
ratio relative to net income of 97% and 95%, respectively.
Ownership interests in the ordinary shares
Under the Dutch Financial Supervision Act (
Wet op het financieel toezicht,
“Wft“), the
following parties have notified the Dutch Authority for the Financial Markets (
Autoriteit
Financiële Markten,
“AFM”) of their share interests in Besi equal to or exceeding 3%:
Notification effective Share
interest
Voting
rights
BlackRock Inc. December 13, 2024 10.77% 12.06%
FMR LLC May 11, 2023 6.00% 6.00%
T. Rowe Price Group, Inc. December 9, 2024 5.64% 5.21%
Bank of America Corporation December 23, 2024 3.21% 3.21%
Société Générale S.A. February 22, 2023 3.05% 3.05%
Sylebra Capital Limited October 18, 2021 3.04% 3.04%
FIL Limited December 13, 2024 3.19% 3.11%
A list of share and voting interests in Besi of 3% or more can be found on the AFM website:
www.afm.nl.
155
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Analysts
The following sell side analysts cover Besi’s shares:
Alliance Bernstein Sara Russo
Arete Research Jim Fontanelli
Barclays Simon Coles
Berenberg Trion Reid
B of A Securities Didier Scemama
BNP Paribas Exane Martin Jungfleisch
Citi Andrew Gardiner
Degroof Petercam Michael Roeg
Deutsche Bank Rob Sanders
Goldman Sachs Alexander Duval
HSBC Adithya Metuku
ING Marc Hesselink
KBC Securities Thibault Leneeuw
Kepler Chevreux Ruben Devos
Morgan Stanley Nigel van Putten
Needham & Company Charles Shi
NewStreet Research Rolf Bulk
ODDO BHF/ABN AMRO Martin Marandon-Carlhian
Redburn Atlantic Timm Schulze-Melander
Stifel Florian Sager
UBS Madeleine Jenkins
Van Lanschot Kempen Nikos Kolokotronis
Investor relations
Besi uses a range of activities to initiate and maintain contact with investors. After
publication of its annual and quarterly results, in-person and virtual roadshows are
typically held for institutional investors in Europe, the United States and Asia. Planned
roadshows and presentations can be found on Besi’s website. Contacts with institutional
investors are further maintained by means of conference calls, conferences and investor
visits. Besi’s investor outreach also includes meetings with retail investors, research
analysts, private investors, journalists and media outlets to help communicate the Besi
story to the investment community and general public. Shareholders are also engaged
through quarterly and annual conference calls and participation at Besi’s Annual General
Meeting of Shareholders.
Investors in European, North American and Asian markets are increasingly considering
sustainability themes as part of their investment process. Investors are requesting more
sustainability information from us, particularly in the areas of climate change, fossil fuels,
carbon emissions, conflict minerals and human rights within the supply chain. Shareholders
expect Besi to protect their investment and provide a competitive return on invested
capital while operating in a sustainable and responsible manner as a good corporate
citizen. Besi has engaged in important dialogue with stakeholders and received valuable
feedback about its business and sustainability issues as a result of its investor relations
program.
Important investor relations dates in 2025 that are currently planned (subject to change)
are as follows:
April 23, 2025 2025 first quarter results
April 23, 2025 Annual General Meeting of Shareholders
July 24, 2025 2025 second quarter results
October 23, 2025 2025 third quarter results
February 2026 2025 fourth quarter and annual results
Prevention insider trading
Besi has implemented a Code of Conduct governing the use of inside information by the
members of the Supervisory Board, the member of the Board of Management and any
other designated persons, including key staff members. In addition, there is a separate
Code of Conduct governing the use of inside information by Besi employees generally.
Designated persons have agreed in writing to observe the relevant Code of Conduct
concerning the reporting and regulation of transactions in Besi securities (and other
designated securities) and the treatment of price-sensitive information. Besi has appointed
a compliance officer who is responsible for monitoring compliance with the Codes of
Conduct and communication with the AFM.
Besi Incentive Plan
Besi may grant performance shares on an annual conditional basis to the member of the
Board of Management, key employees and officers under the current Besi Incentive Plan.
Further information on this subject is given in the Remuneration Report.
156
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Besi’s share price development
BESI’S SHARE PRICE VERSUS SOX INDEX AND STOXX EUROPE 600 INDEX
(Since January 1, 2022 until December 31, 2024; rebased to 100)
300
200
100
0
+3.3%
+76.4%
Besi STOXX Europe 600SOX
Dec-21 Mar-22 Jun-22 Sep-22 Dec-22 Mar-23 Jun-23 Sep-23 Dec-23 Mar-24 Jun-24 Sep-24
Dec-24
Source: Yahoo Finance
BESI’S SHARE PRICE VERSUS SOX INDEX AND STOXX EUROPE 600 INDEX
(Since January 1, 2024 until December 31, 2024; rebased to 100)
Besi STOXX Europe 600SOX
Jan-24 Feb-24 Mar-24 Apr-24 May-24 Jun-24 Jul-24 Aug-24 Sep-24 Oct-24 Nov-24
Dec-24
+5.4%
+19.3%
-3.0%
150
100
50
Source: Yahoo Finance
Corporate Governance
157
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
158
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Besi acknowledges the importance of good corporate governance, the most important
elements of which are transparency, independence and accountability. Important corporate
governance developments in applicable jurisdictions are followed closely and rules are
implemented where appropriate.
Besi’s ordinary shares are listed on Euronext Amsterdam. Accordingly, Besi complies with
all applicable listing rules of Euronext Amsterdam.
Besi has applied the Dutch Corporate Governance Code 2022 which was published on
December 20, 2022. Deviations from the Dutch Corporate Governance Code are explained
below under Explanation of Deviations from the Dutch Corporate Governance Code. The
Dutch Corporate Governance Code can be found at www.mccg.nl.
Board of Management
The role of the Board of Management is to manage the Company and its affiliated
subsidiaries and to ensure their continuity which includes, among other things:
• The formulation of a sustainable long-term value creation strategy.
• The identification, analysis and management of the risks inherent in Besi’s business and
sustainable long-term value creation strategy and initiatives related thereto.
• The establishment of Besi’s risk appetite and implementation of measures necessary to
mitigate any risks undertaken.
• The proper regard for sustainability issues relevant to Besi and the global communities
in which we operate as further described in our Sustainability Statement.
• The proper regard for the impact of new technologies on our society, products, employees,
stakeholders and business model in such areas as digitalization, artificial intelligence
and automation, amongst others.
In discharging their role, members of the Board of Management shall be guided by the
interests of Besi and its affiliated subsidiaries as well as the interests of its shareholders
and other stakeholders. Members of the Board of Management are required to put the
interests of Besi ahead of their own interests and to act critically and independently when
carrying out their responsibilities. The Board of Management is also charged with
establishing and maintaining internal procedures which ensure that all relevant information
is provided to the Supervisory Board in a timely manner.
Besi’s articles of association provide that certain resolutions of the Board of Management
require the prior approval of the Supervisory Board. Pursuant to Dutch law and Besi’s
articles of association, any decisions of the Board of Management involving a major change
in the identity or character of the Company and/or its affiliated subsidiaries are subject to
approval by the General Meeting of Shareholders.
Corporate Governance
Appointment and replacement of members of the Board of Management
Members of the Board of Management are appointed by the General Meeting of
Shareholders. A resolution of the General Meeting of Shareholders to appoint a member of
the Board of Management requires an absolute majority of the votes validly cast in the
event and to the extent the appointment occurs pursuant to, and in accordance with, a
proposal of the Supervisory Board. Such resolution requires at least two-thirds of the
votes validly cast representing more than one-third of Besi’s issued share capital in the
event and to the extent the appointment does not occur pursuant to, and in accordance
with, a proposal thereto of the Supervisory Board.
Members of the Board of Management may at any time be suspended or dismissed by the
General Meeting of Shareholders. A resolution for suspension or dismissal of a member of
the Board of Management requires an absolute majority of the votes validly cast in the
event and to the extent the suspension or dismissal occurs pursuant to, and in accordance
with, a proposal by the Supervisory Board. Such resolution requires at least two- thirds of
the votes validly cast representing more than one-third of the issued share capital in the
event and to the extent the suspension or dismissal does not occur pursuant to, and in
accordance with, a proposal thereto of the Supervisory Board. Members of the Board of
Management may also be suspended by the Supervisory Board.
Remuneration Report
The Remuneration Report is included in a separate section in this Annual Report.
Conflicts of interest – members of the Board of Management
Any appearance of a conflict of interest between Besi and members of the Board of
Management should be prevented. If a member of the Board of Management has an actual
or potential direct or indirect personal conflict of interest with the Company, he or she
shall not participate in the deliberations and the decision-making process of the Board of
Management for such matter. If, as a result thereof, no resolution of the Board of
Management can be adopted, the resolution may be adopted by the Supervisory Board. No
conflict of interest of material significance to Besi and/or the member of the Board of
Management was reported in 2024.
Supervisory Board
The role of the Supervisory Board is to supervise the policies executed by the Board of
Management and the general affairs of Besi and its affiliated subsidiaries and to assist the
Board of Management by providing advice. In discharging their role, Supervisory Board
members shall be guided by the interests of Besi and its affiliated subsidiaries as well as
the relevant interests of Besi’s shareholders and other stakeholders. Supervisory Board
members are required to put the interests of Besi ahead of their own interests and to act
critically and independently vis-a-vis one another, the Board of Management and any
particular third-party interests involved. Further, the Supervisory Board also has due
regard for sustainability issues that are relevant to Besi. The Supervisory Board annually
evaluates its own functioning.
159
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Each member of the Supervisory Board is currently considered independent within the
meaning of best practice provision 2.1.8 of the Dutch Corporate Governance Code. Each
Supervisory Board member has the specific expertise required for the fulfilment of his or
her duties. The composition of the Supervisory Board shall be diverse such that the
requisite expertise, experience, nationality and cultural or other background, age, gender
identity, competencies, other personal qualities and independence are present for it to
carry out its duties properly as well as to better promote the interchange of ideas and
different points of views amongst members. A Supervisory Board member shall be
reappointed only after careful consideration. The profile criteria referred to above shall
also be taken into account in the event of a reappointment.
Regulations governing the Supervisory Board (“Regulations Supervisory Board”) are posted
on Besi’s website: www.besi.com.
Appointment and replacement of members of the Supervisory Board
Members of the Supervisory Board are appointed with due observance of the requisite
profile for its size and composition as adopted by the Supervisory Board from time to time,
subject to the provisions of Dutch law and Besi’s articles of association.
Members of the Supervisory Board are appointed by the General Meeting of Shareholders.
A resolution for appointment requires an absolute majority of the votes validly cast in the
event and to the extent the appointment occurs pursuant to, and in accordance with, a
proposal of the Supervisory Board. Such resolution requires at least two-thirds of the
votes validly cast representing more than one-third of the issued share capital in the event
and to the extent the appointment does not occur pursuant to, and in accordance with, a
proposal thereto of the Supervisory Board.
Members of the Supervisory Board may be suspended or dismissed at any time by the
General Meeting of Shareholders. A resolution for suspension or dismissal requires an
absolute majority of the votes validly cast in the event and to the extent the suspension
or dismissal occurs pursuant to, and in accordance with, a proposal of the Supervisory
Board. A resolution for suspension or dismissal requires at least two-thirds of the votes
validly cast representing more than one-third of the issued share capital in the event and
to the extent the suspension or dismissal does not occur pursuant to, and in accordance
with, a proposal thereto of the Supervisory Board.
Supervisory Board committees
The Supervisory Board has three committees: the Audit Committee, the Remuneration
Committee and the Nomination Committee. The function of the committees is to prepare
and facilitate the decision-making of the Supervisory Board. The terms of reference of the
committees are posted on Besi’s website: www.besi.com.
Remuneration Supervisory Board
The General Meeting of Shareholders shall determine the remuneration of Supervisory
Board members with due observance of the Remuneration Policy for the Supervisory Board
that was adopted at the Annual General Meeting of Shareholders held on April 25, 2024.
The remuneration of the members of the Supervisory Board is fixed and does not depend
on Besi’s results. In addition, Besi does not grant Supervisory Board members any shares
or rights to acquire shares in Besi, personal loans, guarantees or advance payments as
remuneration. The Remuneration Report contains the information prescribed by applicable
Dutch law on the level and structure of the remuneration of individual Supervisory Board
members.
Further, none of the members of the Supervisory Board personally maintains a business
relationship with Besi other than as a member of the Supervisory Board. As of December
31, 2024, no Supervisory Board member owned shares of Besi.
Conflicts of interest – members of the Supervisory Board
Any appearance of a conflict of interest between the Company and Supervisory Board
members shall be prevented. If a member of the Supervisory Board has an actual or
potential direct or indirect personal conflict of interest with the Company, he or she shall
not participate in the deliberations and the decision-making process of the Supervisory
Board for such matter. The Supervisory Board is responsible for resolving conflicts of
interest involving members of the Board of Management, members of the Supervisory
Board and majority shareholders. If all members of the Supervisory Board are conflicted,
then the Supervisory Board shall remain authorized to adopt resolutions. No conflicts of
interest of material significance to Besi and/or the members of the Supervisory Board
were reported in 2024.
Diversity and inclusion
The Supervisory Board has a diverse composition in terms of experience, expertise,
nationality and cultural or other background, competencies, education, gender identity
and age, and is on all those points in alignment with the objectives of its profile and
Diversity and Inclusion policy. Diversity and inclusion is a high priority on its agenda.
Diversity in general and gender diversity, in particular, are important factors in the selection
process of Supervisory Board candidates. When considering new candidates, the
Supervisory Board will retain an active and open attitude with respect to the selection of
female candidates. Gender is, however, only one factor of diversity. The qualifications of a
particular person and the requirements for the position shall in principle always prevail
over all other factors and considerations when filling a vacancy, unless otherwise required
by Dutch law. The current Supervisory Board’s male/female ratio is 60/40 and, as such, is
in compliance with the Supervisory Board’s profile and Diversity and Inclusion policy as
well as with article 2:142b of the Dutch Civil Code.
160
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
The Supervisory Board considers its current composition to be aligned with its objective
for an adequate and diverse composition and in relation to the technological and global
character of Besi’s business as well as an adequate level of knowledge and experience in
financial, economic, technological, social and legal aspects of international business and
government and public administration.
At present, the Board of Management consists of one person who is Besi’s Chief Executive
Officer and Chairman of the Board of Management.
Besi values and encourages diversity and inclusion in its workforce and management. Besi
believes diversity and inclusion helps broaden its perspective and contributes to Besi’s
growth. It is a priority in Besi’s business strategy with a particular focus on gender diversity
across its operations. Besi also recognizes the importance of diversity and inclusion in
recruiting. For example, many of its product groups engage with local universities to
increase diversity, inclusion and gender representation. Besi’s Code of Conduct also
emphasizes equal opportunity for all employees and applicants.
Besi’s Diversity and Inclusion policy is focused on a comprehensive inclusion and equality
approach throughout the organization, including management. Gender diversity is one of
the key elements of this policy. At December 31, 2024, management consisted of 199
persons of which 18% were female (2023: 17%). Besi has the following objectives to improve
diversity and inclusion within management: (i) maintain a sound balance with respect to
the various aspects of diversity and inclusion (experience, expertise, nationality and
cultural or other background, competencies, education, gender identity and age) within
management and (ii) increase gender diversity such that a minimum of 21% of management
will consist of women by 2026. Besi intends to achieve these objectives by making diversity
and inclusion aspects in general, and gender diversity in particular, important factors in
the selection process of candidates for management functions. Besi maintains an active
and open attitude with respect to the selection of female candidates. In case of equal
qualifications, Besi will choose the female candidate. Diversity objectives are also taken
into account for employee recruitment, retention, selection, promotion, mentoring and
coaching, succession planning, training and talent development. A professional executive
search firm is engaged, when appropriate, to support the search process for new
candidates.
Directors and Officers insurance policy
Members of the Board of Management and the Supervisory Board and certain senior
management members are covered under Besi’s Directors and Officers’ insurance policy.
Although the insurance policy provides for broad coverage, members of the Board of
Management and the Supervisory Board and certain senior management members may be
subject to uninsured liabilities. Besi has agreed to indemnify members of the Board of
Management and the Supervisory Board and certain senior management members against
certain claims brought against them in connection with their position with the Company
provided that such individual acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of Besi and, with respect to any
criminal action or proceedings, such individual had no reasonable cause to believe his or
her conduct was unlawful.
Shareholders and the General Meeting of Shareholders
Good corporate governance requires the participation of shareholders. It is in the
Company’s interest that as many shareholders as possible participate in Besi’s decision-
making at the Annual General Meeting of Shareholders or any Extraordinary General
Meeting of Shareholders. Significant shareholder participation enables the General
Meeting of Shareholders to exert such influence on the policies of the Board of Management
and the Supervisory Board such that they provide important checks and balances to the
conduct of Besi’s business. Pursuant to Dutch law and Besi’s articles of association, any
decision of the Board of Management involving a major change in the identity or character
of the Company and/or its affiliated subsidiaries are subject to approval of the General
Meeting of Shareholders.
The Board of Management provides shareholders and other parties in financial markets
with equal and simultaneous information about matters that may influence Besi’s share
price. Contacts between the Board of Management on the one hand, and the press,
analysts and shareholders on the other hand, should be handled and structured carefully
and with due observance of applicable laws and regulations. Besi should do nothing which
might compromise the independence of analysts in relation to the Company and vice versa.
The Board of Management and the Supervisory Board shall provide the General Meeting of
Shareholders with the information that it requires for the exercise of its powers subject to
such limitations allowable under applicable law. If price-sensitive information is provided
during a General Meeting of Shareholders or if a response to shareholders’ questions has
resulted in the disclosure of price-sensitive information, then such information will be
made public without delay. Good corporate governance requires significant attendance by
shareholders at Besi’s General Meeting of Shareholders. Therefore, Besi is actively involved
in proxy solicitation as a means of increasing the attendance and participation of its
shareholders at its General Meeting of Shareholders.
161
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Amendment of Besi’s articles of association
Besi’s articles of association may be amended by a resolution of the General Meeting of
Shareholders. A resolution of the General Meeting of Shareholders to amend the articles
of association may only be adopted by means of a proposal from the Board of Management,
which proposal requires the approval of the Supervisory Board. Those who have convened
a General Meeting of Shareholders at which a proposal to amend the articles of association
will be brought up for discussion must deposit at Besi’s office, simultaneously with the
convocation, a copy of the proposal in which the proposed amendment has been included
for inspection by every person entitled to attend the General Meeting of Shareholders
until the end of the relevant meeting. The persons entitled to attend the General Meeting
of Shareholders must be given the opportunity to obtain a copy of the proposal free of
charge. The proposal will also be published on Besi’s website: www.besi.com.
External audit
The Board of Management is primarily responsible for the quality and completeness of any
publicly disclosed financial reports. The Supervisory Board oversees the Board of
Management as it fulfills this responsibility.
The General Meeting of Shareholders appoints the external auditor. The Supervisory Board
submits a nomination for the appointment of the external auditor to the General Meeting
of Shareholders upon the advice of the Audit Committee and as facilitated by the Board of
Management. The Supervisory Board negotiates the terms of engagement of the external
auditor, including its remuneration, the scope of the audit and the materiality to be
applied, upon the proposal of the Audit Committee and after consultation with the Board
of Management. The Chairman of the Audit Committee acts as the principal contact for the
external auditor if, during the performance of its audit, it discovers or suspects an instance
of misconduct or an irregularity. The external auditor attends the meeting of the
Supervisory Board at which the report of the external auditor is discussed. The external
auditor also discusses the findings and outcomes of its audit work and the management
letter with the Audit Committee and the Board of Management simultaneously. The Audit
Committee also meets with the external auditor without the presence of the Board of
Management. The Supervisory Board supervises the external auditor’s functioning.
Internal control and risk management
Besi has an internal control and risk management system that is suitable for the Company.
The form and structure of this system is outlined under Risk Management in this Annual
Report.
Besi’s internal control and risk management function operates under the responsibility of
the Board of Management and is monitored on an ongoing basis. The Board of Management
reviews the effectiveness of the design and operation of the internal control and risk
management system twice a year as part of Besi’s internal control procedures. The
Supervisory Board oversees the internal control and risk management function and
maintains regular contact with the persons fulfilling this function.
Besi’s internal control system consists of a formal framework defining key risks and key
controls over financial reporting, an internal control charter outlining audit systems and
procedures as well as the internal control and audit plan for the year. Operational, IT,
compliance, tax and fraud controls are included in this framework. The internal control
system over financial reporting also contains clear accounting rules. It has been
implemented in substantially all operations and material subsidiaries and supports
common accounting and regular financial reporting in standard forms. In 2024, Besi’s
finance staff carried out all planned internal control activities and reported its findings to
the Board of Management and the Audit Committee.
Besi has used an independent audit firm since 2018 to help identify and monitor potential
risks of fraud, bribery and corruption in its Asian supply chain, logistics and purchasing
activities and seeks to continuously enhance its internal control procedures related
thereto. In addition, Besi has enhanced its global internal audit function and systems and
procedures for such areas in recent years in view of increased business and risk management
activities at our Chinese, Malaysian, Singaporean and Vietnamese operations.
In consideration of the above factors, the Board of Management states that for the year
ended December 31, 2024:
• This Annual Report provides sufficient insights into any failings in the effectiveness of
Besi’s internal control and risk management systems.
• Besi’s internal control and risk management systems provide reasonable assurances
that the financial reporting contains no material inaccuracies.
• It is justified that Besi’s financial reporting is prepared on a going concern basis
considering the current state of affairs.
• This Annual Report refers to those material risks and uncertainties which are relevant to
Besi’s continuity for the twelve months following the preparation of this Annual Report.
Explanation of deviations from the Dutch Corporate Governance Code
Deviations from the Dutch Corporate Governance Code are listed and explained below.
Provision 1.3.1
Since the internal audit function is the responsibility of the Board of Management, the
appointment and dismissal of the senior internal auditor by the Board of Management is
not submitted for approval to the Supervisory Board. Instead, the Supervisory Board only
oversees the appointment and dismissal of the senior internal auditor.
Provision 1.4.2 item iv
The sensitivity of Besi’s results to material changes in external factors is not provided for
competitive reasons. For a detailed description of material risks, reference is made to Risk
Management in this Annual Report.
162
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Provision 2.2.1
Besi respects the rights of the member of the Board of Management who was a member at
the time of the first implementation of the Dutch Corporate Governance Code. For that
reason, there was no adjustment of his employment agreement.
Provision 3.2.3
Besi respects the rights of the member of the Board of Management who was a member at
the time the Dutch Corporate Governance Code became effective. For that reason, it did
not adjust his employment agreement as it was signed prior to that date.
Provision 4.2.3
Besi acknowledges the importance of disclosing material information to all shareholders
similarly at the same moment in time. It is currently not practically possible to make every
meeting and presentation to analysts and investors accessible to all shareholders. As far
as practicably possible, meetings and presentations will be announced and posted on
Besi’s website: www.besi.com.
Disclosures required by the Dutch Decree Article 10 of the Takeover Directive
Under the Dutch Decree Article 10 of the Takeover Directive, the Company, being a company
whose securities are admitted to trading on a regulated market, must disclose the
following information in its Annual Report:
• As of December 31, 2024, Besi’s issued share capital consisted exclusively of ordinary
shares. Information about Besi’s share capital structure can be found in “Besi’s equity
structure” in the Shareholder Information section and in Note 21 Equity in the
Consolidated Financial Statements. Information on the rights and obligations attached
to such shares can be found in Besi’s articles of association.
• The Company has not imposed any limitations on the transfer of ordinary shares.
• The Company is not aware of any shares having been exchanged for depositary receipts
for shares.
• The Company’s articles of association do stipulate a blocking procedure for the transfer
of preference shares.
• The Company is not aware of any agreements with shareholders which may result in
restrictions on the transfer of shares or the exercise of any voting rights.
• Information concerning ownership interests in the Company’s ordinary shares as per
AFM notification can be found in the Shareholder Information section under “Ownership
interests in the ordinary shares”.
• There are no special control rights attached to the shares.
• There is no system of control regulating any scheme granting employees’ rights to
acquire shares in the share capital of the Company or of a subsidiary where the control
rights are not exercised directly by the employees.
• No restrictions or deadlines apply to the exercise of voting rights.
• The Company’s articles of association contain the following information:
• The appointment and dismissal of members of the Board of Management or Supervisory
Board members which are also summarized in “Appointment and replacement of
members of the Board of Management” and “Appointment and replacement of
members of the Supervisory Board”.
• The amendment of the Company’s articles of association which is also summarized in
“Amendment of Besi’s articles of association”.
• The powers of the Board of Management.
• The issuance of shares in the share capital of the Company and the repurchase of
shares in the share capital of the Company (including the powers of the Board of
Management related thereto) which are also summarized in “Issuance of ordinary
shares and pre-emptive rights”, “Issuance of preference shares” and “Repurchase and
cancellation of shares”.
• The Company is not a party to any material agreements which take effect or are altered
or terminated upon a change of control of the Company following a takeover bid other
than (i) the agreement between the Company and the Foundation by which the
Foundation has been granted a call option. Such information is summarized in Besi’s
equity structure and The Foundation contained in the Shareholder Information section
and in Preference Shares contained in the Other Information section and (ii) in the
indentures governing Besi’s € 97.9 million bank lines of credit and in each of its Convertible
Notes due 2027 and 2029 and its Senior Notes due 2031.
• There is no agreement between the Company and the member of the Board of
Management if his employment ceases due to a takeover bid.
Director’s Statement of Responsibilities
In accordance with statutory provisions, the member of the Board of Management states,
to the best of his knowledge, that:
• The Financial Statements provide a true and fair view of the assets, liabilities, financial
position and results for the financial year of Besi and its subsidiaries included in the
consolidation as a whole.
• The Report of the Board of Management provides a true and fair view of the position at
the balance sheet date and of the performance of the business during the financial year
of Besi and its subsidiaries, details of which are contained in the Financial Statements.
The Report of the Board of Management provides information on any material risks to
which Besi is exposed.
Board of Management
Richard W. Blickman
February 19, 2025
Remuneration Report
163
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
164
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
2024 Remuneration Report
Introduction
We are pleased to present the 2024 Remuneration Report to stakeholders. The
Remuneration Committee (the "Committee") concluded that the Board of Management
delivered solid results this year with respect to the key metrics most relevant to the
Company's short- and long-term sustainable value creation and business objectives
despite a challenging mainstream assembly equipment market downturn whose downward
phase has extended for more than two years. Besi, under the leadership of the Board of
Management, has effectively navigated this adverse environment at peer leading financial
performance while significantly increasing its AI-related order growth and development
spending to capitalize on revenue opportunities in the next market upturn. In addition, we
have significantly increased our revenue and profitability this cycle versus the prior
downturn in 2017-2019 due to the success of our leading edge, advanced packaging
systems for AI applications and the successful implementation of strategic initiatives to
limit overhead development.
2024 highlights
The Supervisory Board applied the new Remuneration Policy which was approved by
shareholders at Besi’s Annual General Meeting on April 26, 2023. The new Remuneration
Policy received strong support from shareholders with a favorable vote of 94.7%. The policy
seeks to achieve three broad goals in connection with Besi’s Remuneration Policy and
decisions regarding individual compensation:
• It structures the Company’s remuneration programs in a manner it believes will enable
Besi to retain, motivate and attract executives capable of achieving its business
objectives in an increasingly competitive global market.
• It creates a performance-oriented environment for company executives by linking
remuneration to the achievement of specified business, financial and sustainability
objectives or related to the member’s particular product group or specific area of
expertise. Notably, they are linked to, and depend on, the execution of Besi’s strategy in
a socially responsible and sustainable manner.
• It designs remuneration programs for the Board of Management well aligned with the
interests of stakeholders by linking a portion of executive compensation to the long-
term performance of Besi’s ordinary shares, strategy and financial performance. Scenario
analyses are undertaken regularly in accordance wih the Remuneration Policy.
Fixed pay
As disclosed in the 2023 Remuneration Report, the Committee conducted a fixed pay
review for the member of the Board of Management and decided to increase his salary
from € 650,000 in 2023 to € 700,000 effective as from January 1, 2024. Prior to the increase,
the CEO's base salary had remained at a constant level between 2018 and 2022 whereas
the remuneration of Besi’s general workforce had increased consistent with inflation.
Therefore, the increase implemented was considered in alignment with the long-term pay
development of the general workforce and the Company’s performance, role and scope.
Variable pay
i) Short-Term Incentive Plan (“STI”) outcome
: The financial metrics set for 2024 which
represented 70% of total STI were comprised as follows: (i) Net margin equaled 50%, (ii)
Return on average equity represented 25% and (iii) Cash flow from operations as % of
revenue represented 25%. The Board of Management delivered results above the
maximum target levels for each of the financial measures Net margin, Return on
average equity and Cash flow from operations as % of revenue. There were also ten non-
financial metrics set for the financial year 2024 which represented 30% of total STI and
included topics such as product and market strategy, sustainability, operations, R&D,
customers and/or leadership. The performance of the Board of Management exceeded
such metrics. As a result, and upon the recommendation by the Committee after
satisfactory review of the targets and outcomes achieved related thereto, the
Supervisory Board awarded the member of the Board of Management a cash bonus
equal to 150% of his annual base salary, or € 1,050,000, and an equity bonus equal to
350% of his annual base salary, or € 2,450,000.
ii) Long Term Incentive Plan (“LTI”) outcome
: The LTI performance share award that will
vest in 2025 related to its initial grant in 2022 was based upon two metrics: (i) Net
income as a % of revenue which represented 50% and (ii) Relative total shareholder
return (“TSR”) which represented 50%. Besi (i) delivered results above the maximum
target levels for Net income as % of revenue over the three-year performance period
2022-2024 of 31.4% which resulted in a vesting of 75% of the award and (ii) ranked fifth
within the TSR comparator group which resulted in a vesting of 58.3% of the total
award. As a result, 133.3% of the 13,927 shares related to the 2022 performance share
award will vest on April 23, 2025.
165
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
From 2025 onwards, the Board of Management will receive payments from: (i) base salary,
(ii) employee benefits, (iii) pension, (iv) cash-based and equity-based STI and (v) a
conditional award of LTI performance shares under the Remuneration Policy 2024. The
Remuneration Committee regularly monitors the need for appropriate changes to the
design and disclosures necessary in Besi’s Remuneration Policy to ensure continued
alignment with prevailing best remuneration practices and the interests of all shareholders.
The next two sections in this report include the following topics:
i) Remuneration Policy 2024
: reflects a summary of the Remuneration Policy provisions
that guide the Committee’s decisions on Board of Management and Supervisory Board
pay matters.
ii) Application of the Remuneration Policy in 2024
: includes the disclosure of the decisions
and rationale supporting the Board of Management’s compensation earned in 2024.
Remuneration Policy 2024
The following is a summary of Besi’s 2024 Remuneration Policy which was adopted on April
26, 2023 and is applicable during the period 2024-2027. For more information, please see
the Remuneration Policy 2024 which is available on our website.
Remuneration Reference Group
The components underlying the remuneration of the Board of Management are regularly
compared to a remuneration reference group of companies selected based on industry,
size, profitability, market capitalization and geography (the “Reference Group”). The
following companies are included in the current Reference Group as adjusted per annum
for any acquisition or stock delisting related thereto.
Remuneration Reference Group
Aixtron SE NXP Semiconductors N.V.
ams Osram AG Siltronic AG
ASM International N.V. SMA Solar Technology AG
Elmos Semiconductor SE Soitec SA
Entegris, Inc. STM Microelectronics N.V.
FormFactor, Inc. SUESS MicroTec SE
KLA Corporation Teradyne Inc.
Kulicke and Soffa Industries, Inc.
The Supervisory Board will regularly review the composition of the Reference Group to
ensure an appropriate composition in the context of a dynamic and competitive
semiconductor industry and may adjust it over time.
Stakeholder engagement
Our outreach with shareholders has increased substantially as more investors and industry
analysts have expressed interest in Besi’s market segment, business and progress. The
increase has been due, in part, to significant changes in our future prospects, scale,
efficiency, profitability, market capitalization, shareholder composition and increased
trading liquidity. In addition, the number of research analysts covering the Company more
than doubled from 9 in 2020 to 22 currently. Besi maintains extensive and ongoing dialogue
with its global shareholder base via an active investor relations program comprised of one-
on-one investor calls, fireside chats with groups of investors, conferences in North
America, Europe and Asia and frequent conversations with industry analysts on topics
including Besi’s business development, prospects, sustainability and corporate
governance.
The Remuneration Committee recognizes that the 2023 remuneration report resolution at
the 2024 AGM did not receive the requisite majority necessary for approval. Consequently,
the Committee evaluated the points of dissent to better align the interests of the Company
and shareholders going forward.
The Committee concluded that shareholder dissent resulted from dissatisfaction with the
discretionary nature and quantum of the additional LTI performance shares granted to the
member of the Board of Management in January 2023 in accordance with the prior
Remuneration Policy 2020-2023. In addition, Besi highlighted in the 2023 Remuneration
Report that there was a final tranche of 70,000 LTI awards granted by the Committee
under the prior Remuneration Policy as it pertained to the Company’s performance in 2023
awarded in January 2024. Besi also provided disclosure as to how exceptional value creation
was delivered by the CEO, performance metrics related thereto and the basis and rationale
for determining the downward adjustment of the additional LTI grant from a maximum
award potential of 120,000 shares. More details related to the award of the last tranche
can be found in this report.
In response to concerns expressed by shareholders related to the discretionary nature and
quantum of the additional performance shares, we would like to highlight the elimination
of additional performance share awards for the member of the Board of Management in
the Remuneration Policy 2024. We also note that the total remuneration in 2024 for the
member of the Board of Management reflected two components related to the expiring
Remuneration Policy 2020 and the new Remuneration Policy 2024:
• The last tranche of additional performance share awards (70,000 shares) under the
Remuneration Policy 2020-2023, awarded in January 2024 as described above.
• Fixed and variable cash remuneration and variable compensation associated with
performance share awards related to the financial year 2024 in accordance with the
Remuneration Policy 2024.
166
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
1. Base Salary
Each year, the Supervisory Board reviews the fixed annual base salaries of members of the
Board of Management and will consider adjustments related thereto. The Supervisory
Board may consider various factors when determining any changes to base salaries
including (i) the development of base salaries for Besi employees globally, (ii) benchmark
data using the Reference Group, (iii) business performance, (iv) role, (v) scope, (vi) market
practice in relevant countries, (vii) historical salary levels and (viii) the experience and
individual contribution of members of the Board of Management. In general, the base
salary is set by the Supervisory Board between the median and the 90th percentile of the
Reference Group.
2. Benefits
Benefits awarded to the Board of Management such as expense allowance, medical
insurance and social security premiums are linked to base pay and are in accordance with
generally prevailing market practice.
3. Pension
Different pension arrangements are provided to the Board of Management based on the
salaries, local customs and rules existing in their countries of origin. A defined contribution
scheme is in place for statutory directors, of whom the CEO is currently the only one. The
pension contribution on behalf of the statutory director is based on a premium ladder as in
effect from 2014 of which a portion is funded directly to his personal pension account as a
tax-exempt contribution and the remaining balance is paid as a taxable pension allowance
which can be used to build up his net pension on a voluntary basis.
4. Short-Term Incentive (annual performance-based cash and equity-based bonus)
The annual bonus opportunity is linked to the achievement of pre-determined performance
conditions based on financial and non-financial criteria as determined by the Supervisory
Board and closely aligned with Besi’s business strategy and long-term value creation.
Performance measures are based on a pre-defined list against which targets are set by the
Supervisory Board on an annual basis.
The total Target STI level under the 2024 Plan is set at 300% of base salary of which one-
third will be cash-based and two-thirds will be share-based. As such, the target for the
cash-based STI will equal 100% of base salary with a maximum pay-out equal to 150% of
base salary. For the share-based component, the target will be set at 200% of base salary
with a maximum equal to 350% of base salary. The share-based component of STI will be
determined following the assessment by the Supervisory Board of the STI targets achieved
and will be subject to a five-year holding period to further ensure long-term shareholder
alignment and value creation.
5. Long-term Incentive (annual conditional award of performance shares)
The Long-Term Incentive for the member of the Board of Management consists of a
conditional award of performance shares. The award represents a conditional right to
receive a certain number of Besi shares depending on the achievement of pre-determined
financial and market performance objectives set by the Supervisory Board as described
below, measured over a three-year performance period and subject to continued service.
•
Net income as a percentage of revenue over three calendar years which represents 50%
of total LTI:
Net income expressed as a percentage of revenue over a three-year performance period
is considered a key measure for creating sustainable long-term shareholder value and
therefore is an important component of Besi’s long-term strategy.
•
Relative Total Shareholder Return (“TSR”) over three calendar years which represents
50% of total LTI:
The development of Besi’s share price including the reinvestment of dividends over a
three-year performance period will be compared to a comparator group of 21
semiconductor equipment companies whereby the three months share price average will
be applied at the start and the end of the TSR performance period. The TSR over a three-
year performance period is considered a key metric for measuring the development of
shareholder value by comparing Besi’s TSR relative to its comparators in the
semiconductor equipment industry and is appropriate to align the interests of members
of the Board of Management with those of shareholders. The composition of the
comparator group will be reviewed annually by the Supervisory Board and, if required,
will be adjusted in case of delisting, change of control or changes to the performance,
size and market value, among other considerations, of the companies involved which
could affect comparability.
The TSR comparator group currently consists of the following companies:
TSR comparator group
Aixtron SE Kulicke & Soffa Industries, Inc.
Applied Materials, Inc. Lam Research Corporation
ASM International N.V. MKS Instruments, Inc.
ASML Holding NV Nova Ltd.
ASM Pacific Technology Ltd. Onto Innovation, Inc.
Axcelis Technologies, Inc. SÜSS MicroTec SE
Cohu, Inc. Teradyne Inc.
DISCO Corporation Tokyo Electron Ltd.
Entegris, Inc. Tokyo Seimitsu Co., Ltd.
FormFactor, Inc. Veeco Instruments, Inc.
Jenoptik AG
167
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Award of performance shares
The number of annual conditional performance shares to be awarded annually will be
determined by the Supervisory Board based on a target level which equals 200% of the
individual’s gross annual base salary and is calculated based on the average closing price
of Besi’s ordinary shares for all trading days in the calendar quarter immediately preceding
the start of the relevant three-year performance period.
Vesting of performance shares
The number of performance shares that become unconditional (i.e. vested shares) will be
determined at the end of a three-year performance period based on Besi’s actual
performance during such performance period. Vested shares will be subject to a two-year
holding period which means that members of the Board of Management will have to retain
such shares for two years following the vesting date. However, members of the Board of
Management are allowed to sell sufficient shares to cover their income tax liability
following the vesting and transfer of the performance shares.
Performance versus payout
Metric and weighting as % of total award At minimum
performance
At target
performance
At maximum
stretched
performance
as % of the individual’s gross annual base salary
Net income as % of revenue (50% of LTI) 0% 100% 200%
Relative TSR performance (50% of LTI) 0% 75% 200%
Total number of shares vesting 0% 175% 400%
The number of performance shares that will vest according to Besi’s TSR performance is
based on the actual absolute ranking of Besi within the comparator group and will vest in
a range between 0% and 200% of the total number of performance shares awarded to the
individual. Vesting is determined based on the following schedule whereby straight-line
vesting percentages are applied for ranking levels between the median range and the Top
3 levels:
Besi TSR ranking relative to comparator group Vesting percentage
Top 3 200%
Rank 4-10 75-200% (linear interpolation)
Rank 11 (median range) 75%
Rank 12 – Rank 22 0%
Clawback and ultimate remedium
The Short-Term Incentive and Long-Term Incentive components for members of the Board
of Management as described above are subject to clawback provisions. In addition, risk
assessment tests are in place and measures are included in the variable remuneration
documentation for members of the Board of Management to ensure that shareholders’
interests are protected. In this respect, the Supervisory Board holds the discretionary
authority to reclaim all or part of the Short-Term Incentive and Long-Term Incentive if such
variable remuneration has been made based on incorrect financial data or other data or in
the case of fraud, gross negligence, wilful misconduct or any activity deemed detrimental
to the Company. This clawback provision is applicable to both the vested and unvested
part of Long-Term Incentive components as well as deferred Short-Term Incentive awards
(malus).
Application of the Remuneration Policy in 2024
This section refers to the decisions made during the year under review according to the
2024 Remuneration Policy. The only member of the Board of Management in 2024 was
Richard W. Blickman, Besi’s CEO.
1. Base Salary
The base salary of the CEO is reviewed annually. At the end of 2023, the base salary of the
CEO was reviewed taking into consideration the remuneration reference group as well as
developments at the Company and in the industry. The Committee analyzed and considered
the outcome of this review and recommended to the Supervisory Board a base salary set
between the median and 90th percentile levels of the Reference Group. The Supervisory
Board, upon the recommendation of the Committee, decided to increase the 2024 base
salary of the CEO from € 650,000 in 2023 to € 700,000 effective as from January 1, 2024.
Prior to the increase, the CEO's base salary had remained at a constant level between 2018
and 2022 whereas the remuneration of Besi’s general workforce has increased consistent
with inflation. Therefore, the increase implemented was considered in alignment with the
long-term pay development of the general workforce.
2. Benefits
Other benefits include expense compensation, medical insurance and social security
premiums.
3. Pension
Since the CEO has reached the applicable retirement age in the Netherlands, contributions
to all of his pension plans have terminated. Any pension contribution is based on the
premium ladder in the policy (32% of base salary) and is paid as a taxable allowance.
168
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
4. Short-Term Incentive (annual performance-based cash/equity-based bonus)
The Short-Term Incentive awarded to the member of the Board of Management is based on
the following predetermined performance conditions: (i) financial performance represents
70% which includes net margin, return on average equity and cash flow from operations as
a % of revenue and (ii) non-financial performance represents 30%, which includes product
and market strategy, sustainability, operations, R&D, customers and/or leadership
measures. The Committee reviewed at year end the quality of the predetermined financial,
non-financial and sustainability performance goals and the sustainable value delivered
with respect thereto in determining the Short-Term Incentive awarded in 2024. The
proportion of the award allocated to cash and equity at target opportunity and maximum
opportunity is disclosed in the table below.
Goals Target Opportunity (as a % of base salary) Maximum Opportunity (as a % of base salary) Realized Opportunity (as a % of base salary)
Cash Equity Total Cash Equity Total Cash Equity Total
Financial Targets 70% 70 140 210 105 245 350 105 245 350
Personal Targets 30% 30 60 90 45 105 150 45 105 150
100% 100 200 300 150 350 500 150 350 500
During 2024, the Committee regularly reviewed the progress of the pre-defined personal,
non-financial and sustainability performance objectives including the assessment of new
initiatives developed during the year. The effectiveness and progress of the objectives set
were tested and monitored by the Supervisory Board during the year based on regular
business, strategic and financial updates provided. An overall assessment was also
completed after year end including other areas such as customer satisfaction, strategic
plan execution and effectiveness and sustainability progress achieved.
As a result, and upon the recommendation by the Committee after an extensive review of
the targets and outcomes achieved related thereto, the Supervisory Board awarded the
member of the Board of Management a cash bonus equal to 150% of his annual base salary,
or € 1,050,000, and an equity bonus equal to 350% of his annual base salary, or € 2,450,000.
169
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
(a) Performance versus the financial target levels by the member of the Board of
Management (70% of STI)
The financial performance objectives, their weightings, respective performance target
setting and achievements were as follows:
Pre-defined financial performance objectives Weighting At threshold Target Maximum Actual achievement
Net margin 50% 5% 12% 20% 30.0%
Return on average equity 25% 15% 20% 25% 39.4%
Cash flow from operations as % of revenue 25% 15% 20% 25% 33.1%
All pre-defined financial performance objectives were above maxium.
(b) Performance versus non-financial targets by the member of the Board of Management
(30% of STI)
The Committee reviewed the performance realized by the member of the Board of
Management with respect to ten equally weighted and pre-defined personal, non-financial
and sustainability performance objectives representing 30% of the potential total STI
bonus. These pre-defined personal, non-financial and sustainability performance
objectives are set forth below along with achievements against such objectives in 2024:
Pre-defined non-financial performance objectives Weighting Achievements 2024
• Update Besi’s Strategic Review 2023-2027 and the
initiatives related thereto.
• Identify resources, expenditures and timescale to
carry out these initiatives and review quarterly with
the Supervisory Board.
• The Strategic Review should include competitive
analysis.
10% • Successful navigation of industry downturn at industry leading profitability levels aided by the execution of
strategic cost initiatives.
• Strategic plan continuously updated.
• Expansion of operations for completion in 2025 to double cleanroom capacity in Malaysia and advanced packaging
capabilities in Singapore in support of anticipated hybrid bonding and TCB Next growth.
• Planned expansion of Vietnam assembly capabilities follows customer migration from China to Southeast Asia.
• Technology Advisory Board expanded to further Besi’s AI-related advanced packaging strategy.
• Define and investigate potential M&A roadmap; big
picture and adding additional products.
10% • Several deep dives performed on potential M&A candidates, particularly in wafer level assembly.
• Implement Management Development and
Succession Planning for CEO, Management Team
and key staff, including top performers.
• Review with the Supervisory Board.
10% • Overall management succession plan reviewed bi-annually including key staff related thereto.
• No vacancies in senior management at year end 2024.
• Specific succession topics and planning for the Board of Management and Management Team members discussed
with the Supervisory Board.
170
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Pre-defined non-financial performance objectives Weighting Achievements 2024
• Implement the 2024 R&D programs (below 10 nm)
for major customers.
• Continue to assess requirement, timescales and
expenditures and report regularly on these
important programs.
• Include assessment of account penetration.
10% • Next generation hybrid bonding systems with 100 nm accuracy shipped.
• First fluxless TCB chip to wafer system shipped to leading research institute.
• First shipments of new in-line flip chip systems for 2.5D HBM/logic applications.
• First shipments of high cleanliness multi module system for image sensing and photonics assembly.
• First orders for CIS advanced cameras.
• First order for diffusion bonding system for SiC die attach in automotive power devices.
• 50 nm accuracy hybrid bonding system scheduled for year end 2025 introduction.
• Hybrid bonding:
• Continue roll-out hybrid bonding to logic and
memory applications.
• Develop partnership with Applied Materials to
next level, installing integrated tools at major
customers.
• Establish customer application lab for hybrid
bonding and chip to wafer at Besi Singapore.
10% • Hybrid bonding progress continues.
• Hybrid bonding revenue approximately tripled and orders more than doubled versus 2023.
• Cumulative hybrid bonding orders exceeded 100 units. Adoption expanded to 15 customers.
• Established customer application lab for hybrid bonding and chip to wafer at Besi Singapore.
• Production ramp confirmed for second large logic customer.
• First multiple 100 nm accuracy hybrid bonding systems shipped.
• Installed base of integrated production lines increasing.
• Developing new areas of advanced packaging.
• Partnership with Applied Materials successfully continued
• Progress on product strategy. 10% • Expanded R&D investment continues. Spending increased to 12.2% of revenue in 2024.
• Focus on next generation AI applications and assembly market upcycle.
• Complete wafer level assembly portfolio now available to customers.
• Successfully completed enhancements as per plan for next generation platforms.
• Gross margin of 65.2% achieved in 2024. Confirms Besi’s leading market position in advanced packaging.
• Technology Advisory Board actively involved in evaluation of product strategy and advancements to Besi’s AI
strategy.
• Further enhance sustainability strategy as
presented in our Annual Report 2023.
• Prepare for reporting based on CSRD in 2025.
• Prepare a plan to meet the net zero commitment as
set out in the Annual Report.
10% • Successfully preparation for ESRS.
• Exceeded substantially all 2024 target ratios set in 2022.
• Scope 1 & 2 and 3 emissions intensity ratios decreased by 8.3 points and 4.8 points, respectively, versus 2023 and
24.8 points and 8.6 points, respectively, versus 2019.
• Increased energy from renewable sources to 99% versus 71% in 2023 and 18% in 2019.
• Implementation of Design-to-X initiative to reduce energy consumption of die attach platforms by 10% by 2027.
• Developed Climate Transition Plan highlighting key emission reduction initiatives.
• Expanded framework to include public policies on Human Rights and Anti-Corruption and Bribery.
• Improved ratings with Sustainalytics, ISS ESG and S&P Global.
171
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Pre-defined non-financial performance objectives Weighting Achievements 2024
• Capital allocation - optimize shareholder value
through dividends, share repurchases, acquisitions
and external financing.
10% • Capital allocation of € 251.3 million. € 2.2 billion distributed since 2011.
• € 60 million share repurchase program completed in August 2024.
• New € 100 million share repurchase plan initiated in September 2024.
• Dividend proposed of € 2.18 per share for the financial year 2024. Represents approximately 95% payout ratio.
• Successful placement of € 350 million 4.500% Senior Notes due 2031. BB+ ratings received from S&P Global and
Fitch. Enhances liquidity position on attractive terms.
• Peer leading return on average equity of 39.4% in 2024 maintained despite extended assembly market downturn.
• Five-year average return on average equity of 41.6% based on organic growth and effective capital allocation
program.
• Significant improvement in shareholder value. Over past three years, Besi market value has increased by 181% to
€ 10.5 billion in 2024.
• TSR of 97% past three years and 353% past five years.
• Significant outperformance versus direct peers, SOX index and the Reference Group over three-year period.
• Shareholder value also enhanced via increased shareholder outreach including expanded (i) research coverage to
22 analysts, (ii) number of investor conferences and (iii) number of research and investor calls during the year.
• People/wellbeing - diversity and inclusion,
employee health and safety, employee development
and engagement.
10% • % of female managers was 18%, equal to 2021 but an increase from 14% in 2019.
• No fatalities in 2024. Two safety incidents in 2024.
• Responsible business - ethics and compliance,
responsible supply chain, community impact, tax
practices.
10% • No reported violations of Besi’s Code of Conduct.
• Compliant with tax obligations where factual economic activities take place.
• Participated in several community outreach projects.
• Improved overall responsible supply chain targets.
• Purchasing Volume ("PV") to sign General Work Agreement or General Procurement Contract increased from 64%
in 2021 to 77% in 2024.
• PV Conflict to sign Free Sourcing Initiative increased from 66% in 2021 to 72% in 2024.
TOTAL 100%
The performance of the Board of Management exceeded all metrics.
172
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
5. Long-Term Incentive (annual conditional award of performance shares)
Grant of LTI shares
The at target number of conditional performance shares awarded was calculated using
200% of the gross annual base salary of the member of the Board of Management divided
by Besi’s average closing share price for all trading days in the last calendar quarter of the
year immediately preceding the start of the three-year performance period. The number of
shares that will actually vest will be based on the following predetermined performance
conditions three years subsequent to the initial award date:
(i) Net income as a percentage of revenue over three calendar years (50% of LTI).
(ii) Besi’s share price development including the reinvestment of dividends during a three-
year performance period versus the TSR comparator group of 21 listed companies
operating in the semiconductor equipment industry (50% of LTI).
The Long-Term Incentive is subject to continued employment. Outstanding conditional
grants, made on an annual basis are as follows:
Conditional grants outstanding
as of December 31, 2024
Performance period
2024-2026 2023-2025 2022-2024
Conditionally awarded at target 12,350 20,604 13,927
Average share price Q4 preceding year (€) 113.36 55.21 75.39
Year of vesting 2027 2026 2025
Range of shares potential vesting (0-200%/150%) 0-24,700 0-30,906 0-20,891
Vesting of LTI shares
The vesting of LTI shares (conditional performance shares) for the member of the Board of
Management for the 2022-2024 period was based on the following factors:
(i) Net income as percentage of revenue achieved over the three-year performance period
of 31.4% relative to the maximum pre-defined target of 15% which resulted in a vesting
of 75% of performance shares associated with this portion of the award (50% of LTI).
(ii) Besi ranked fifth within the TSR comparator group as disclosed in Note 25 Employee
benefits of the Financial Statements which resulted in a vesting of 58.3% associated
with this portion of the award (50% of the LTI).
Target Net Income as
% of revenue
over 3 years
(50% of LTI)
Vesting
percentage
Besi TSR
ranking
relative to
comparator
group (50% of
LTI)
Vesting
percentage*
Total LTI
award
vesting
percentage
Maximum 11.7%-15% 50-75% Top 3 75%
Target 5%-11.7% 0-50% Rank 6 50%
Minimum < 5% 0% Rank 12 25%
Rank 13 - 20 0%
Actual 31.4% 75% Rank 5 58.3% 133.3%
* Vesting percentage based on linear extrapolation between Top 3, Rank 6 and Rank 12 levels.
As a result, 133.3% of the 13,927 shares, or 18,565 shares, related to the 2022 performance
share award will vest on April 23, 2025 subject to the member of the Board of Management’s
continued employment until such date. The vested shares are subject to a two-year lock-
up period except for those shares necessary to be sold to cover any withholding/income
tax liabilities arising therefrom.
Additional performance share awards for the member of the Board of Management
awarded in January 2024 related to performance in the financial year 2023
Under the Remuneration Policy 2020-2023, the Supervisory Board may, upon
recommendation of the Committee, award additional performance shares to the member
of the Board of Management for extraordinary achievements or exceptional performance
in the prior year, up to a maximum of 120,000 shares. As noted in the 2023 Remuneration
Report, the Supervisory Board awarded the member of the Board of Management 70,000
additional performance shares in January 2024 for achievements realized in 2023. This
award was made following the review, inter alia, of quantitative and qualitative financial
and strategic/non-financial performance criteria applied for determining whether
overperformance was achieved. The criteria used to determine exceptional performance in
a particular year represent a broader and more challenging set of financial targets than
Besi’s STI and LTI financial targets. Such criteria are set forth below.
In addition to the performance criteria under the additional LTI award framework, the
Supervisory Board also considered the absolute quantum payment due to the member of
the Board of Management resulting from the overperformance of the compensation
metrics and the substantial long-term increase in Besi’s share price between 2020 and
2023 in their decision to apply a maximum discount of 20%. In addition, they compared
executive compensation paid at Besi versus comparable companies with similar business,
geographic and market capitalization metrics such as Besi. Further, they considered how
173
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
the award would be perceived relative to general workforce pay, the views of society and
the use of downward adjustments according to local market practice which resulted in a
total downward adjustment of 41.7%. The shares vested on January 25, 2024 and are subject
to a five-year lock-up period which means that the member of the Board of Management
will have to retain such shares for five years following the vesting date. The value of this
award was € 10.4 million.
In addition, the award of additional performance shares to the member of the Board of
Management was supported by an analysis of (i) Besi’s performance versus the median of
all industry peers used in our TSR-comparator group and (ii) its alignment with the median
remuneration of all companies used in our remuneration reference group. This analysis
included both one-year and three-year rolling performance periods wherein return on
average equity, gross margin and the ratio of cash flow as a percentage of revenue were
also considered, reviewed and analyzed in addition to the net income as a percentage of
revenue metric as applied under the Remuneration Policy.
Additional LTI pre-defined performance objectives Weighting Achievements 2023 (related to performance share awards awarded in January 2024)
Financial criteria (90%)
Financial performance in a challenging business
environment
• Results of operations resulting in net margin
• No award net margin <20%
• 50%+ award net margin ≥ 20% < 25%
• 100% max. award net margin ≥ 25%
30% • 2023 Net margin was 30.6% and three-year average (2021-2023) was 34.1%.
• Revenue, orders and operating profit up 62.5%, 57.2% and 132.2% versus comparable period of last industry
downturn.
• Production model aligned with changing market conditions.
• 2023 Gross margins rose to 64.9% reflecting Besi’s leadership position in advanced packaging.
• 2023 Operating and net margins of 36.9% and 30.6% achieved despite 19.9% revenue decrease.
• Return on average equity (ROAE)
• No award ROAE <20%
• 50%+ award ROAE ≥ 20% < 25%
• 100% max. award ROAE ≥ 25%
30% • 2023 ROAE was 33.7% and three-year average (2021-2023) was 42.6%.
• Peer leading return on average equity of 33.7% in 2023 maintained despite significant assembly market
downturn.
• Strong cash flow generation
• No award CFO/revenue <20%
• 50%+ award CFO/revenue ≥ 20% < 25%
• 100% max. award CFO/revenue ≥ 25%
30% • Solid cash flow from operations of € 208.6 million, equal to 36.0% of revenue.
174
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Additional LTI pre-defined performance objectives Weighting Achievements 2023 (related to performance share awards awarded in January 2024)
Non-financial criteria (10%)
• Progress on product strategy. 2.5% • Successfully completed enhancements as per plan for next generation multi module, flip chip, epoxy, soft
solder, packaging and plating.
• New orders for 3D, 2.5D and silicon photonics applications for next generation AI, logic and memory devices.
• Technology Advisory Board formed to enhance Besi's advanced packaging strategy and competitive position.
• Gross margin increased to 64.9% in 2023 versus 61.3% in 2022 despite 20% revenue decrease. Re-affirms Besi’s
leading market position.
• Besi's market share of its addressable market increased to 32.3% in 2022 and its share of the Die Attach
market increased to 40%.
• Capital allocation – optimize shareholder value through
dividends, share repurchases, acquisitions and
external.
2.5% • Capital allocation increased by 4.6% to € 435.5 million. Total capital allocation since 2011 increased to
€ 1.8 billion. Represented approximately 30% of total revenue since 2011.
• € 300 million share buyback program completed. New € 60 million program initiated.
• € 1.9 billion returned to shareholders since 2011, including the dividend proposed for 2023.
• Solid liquidity position with cash of € 413.5 million at year end.
• 2023 dividend of € 2.15 per share. Pay-out ratio of 97%.
• TSR of 66.7% in 2023. Besi ranked fourth of TSR peer group. Outperformed direct peers and SOX index.
• Significant long-term value creation achieved.
• Over past three years, Besi market capitalization increased by 292% to € 10.5 billion at the end of 2023.
• TSR of 210% past three years and 813% past five years.
• Significant outperformance versus direct peers, SOX index and the Reference Group over three-year period.
• Shareholder value also enhanced via increased shareholder outreach including expanded (i) research coverage,
(ii) number of investor conferences and (iii) number of research and investor calls during the year.
• People/wellbeing – diversity and inclusion, employee
health and safety, employee development and
engagement.
2.5% • 2023 employee survey indicated high levels of participation and engagement. Six of seven categories were
above high-tech norm.
• Participated in several community outreach projects.
• Responsible business – ethics and compliance,
responsible supply chain, community impact, tax
practices.
2.5% • Strategic Plan 2023-2027 finalized to help achieve business, financial and sustainability objectives.
• No reported violations of Besi’s Code of Conduct.
• Compliant with tax obligations where factual economic activities take place.
• Improved overall responsible supply chain targets.
• PV Code of Conduct Self-Assessment questionnaire signed increased from 63% in 2021 to 66% in 2023.
• PV to sign GWA or GPC increased from 64% in 2021 to 76% in 2023.
• PV to sign Conflict Free Sourcing Initiative increased from 66% in 2021 to 71% in 2023.
TOTAL 100%
175
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
The following table presents the shares awarded or due to the member of the Board of
Management for the last five reported financial years and unvested or subject to a holding
period as of December 31, 2024:
Information regarding the reported financial year
The main conditions of share award plans Opening
balance
During the year Closing balance
Name of
Director,
position
Specification
of plan
Performance
period
Award
date
Vesting
date
End of
holding
period
Shares
awarded
at the
beginning
of the year
Shares
awarded
Performance
adjustments
Shares
vested
Shares
subject to a
performance
condition
Shares
awarded and
unvested at
year end
Shares
subject to
a holding
period
R.W. Blickman,
CEO
2020 PSP Jan 23, 2020 Jan 23, 2020 Jan 23, 2025 – _ – - – – 103,000
2020 PSP Jan 1, 2020 -
Dec 31, 2022
Apr 30, 2020 Apr 26,2023 Apr 26, 2025 – _ – - – – 37,241
2021 add. PSP Jan 21, 2021 Jan 21, 2021 Jan 21, 2026 – – – – – – 100,000
2021 PSP Jan 1, 2021 -
Dec 31, 2023
Apr 30, 2021 Apr 25, 2024 Apr 25, 2026 35,620 – - 35,620 – - 35,620
2022 add. PSP Jan 20, 2022 Feb 17, 2022 Feb 17, 2027 – – – – – – 70,000
2022 PSP Jan 1, 2022 -
Dec 31, 2024
Apr 29, 2022 Apr 23, 2025 Apr 23, 2027 13,927 – 4,638 – 18,565 18,565 –
2023 add. PSP Jan 19, 2023 Jan 19, 2023 Jan 19, 2028 – – – – – – 88,020
2023 PSP Jan 1, 2023 -
Dec 31, 2025
Apr 26, 2023 AGM 2026 AGM 2026 +
2 years
20,604 – – - 20,604 20,604 –
2024 add. PSP Jan 25, 2024 Jan 25, 2024 Jan 25, 2029 – 70,000 – 70,000 – – 70,000
2024 PSP Jan 1, 2024 -
Dec 31, 2026
Apr 25, 2024 AGM 2027 AGM 2027 +
2 years
- 12,350 – – 12,350 12,350 –
Total 70,151 82,350 4,638 105,620 51,519 51,519 503,881
Clawback and ultimate remedium
In accordance with Dutch law and the Remuneration Policy, the Short-Term Incentive and
Long-Term Incentive components for the member of the Board of Management are subject
to clawback provisions and ultimate remedium clauses. During 2024, no circumstances
were identified by the Supervisory Board that could result in any adjustments or clawback.
176
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Other remuneration information
The actual cash remuneration paid by the Company to the member of the Board of
Management and the value of the vested equity remuneration for the member of the Board
of Management for the years ended December 31, 2024 and 2023 were as follows:
(€) Year ended December 31,
2024 2023
Base salary 700,000 650,000
Fringe benefits 273,133 257,529
Total fixed remuneration 973,133 907,529
One-year variable 13,919,500 6,504,416
Equity compensation benefits: Incentive Plan 4,844,320 3,049,293
Total variable remuneration 18,763,820 9,553,709
Pension expense – –
Total remuneration 19,736,953 10,461,238
Proportion of fixed and variable remuneration 5%/95% 9%/91%
The difference between the total remuneration paid to the member of the Board of
Management in 2024 as recognized in the Company’s Financial Statements (€ 16,655,414)
and the actual cash remuneration paid and value of the vested equity remuneration for the
member of the Board of Management (€ 19,736,953) was primarily due to the share price
variation between the grant date and vesting date used for determining the value of LTI
share-based compensation.
Loans
At the end of 2024, no loans, advances or guarantees were provided or outstanding to the
CEO in accordance with the Remuneration Policy.
Remuneration of the Board of Management
Remuneration of the member of the Board of Management recognized by the Company in
its Financial Statements for the years ended December 31, 2024 and December 31, 2023
was as follows:
(€, except for performance shares) Year ended December 31,
2024 2023
Base salary 700,000 650,000
Annual cash bonus 1,050,000 975,000
Other benefits
1
273,133 257,529
Total cash benefits 2,023,133 1,882,529
Annual equity bonus 2,450,000 –
Equity compensation benefits: Incentive Plan
2
1,762,781 1,547,777
Total remuneration, excluding discretionary elements 6,235,914 3,430,306
Equity compensation benefits: additional performance shares related
to prior year
3
10,419,500 5,529,416
Total remuneration 16,655,414 8,959,722
Conditional performance shares awarded
4
12,350 20,604
1
Other benefits include expense compensation, medical insurance, employer social security contributions and for 2024 and
2023 a taxable pension allowance of € 230,360 and € 214,756, respectively.
² Expenses recognized in 2024 and 2023 for performance shares awarded from 2020 to 2024 made under the Incentive Plan
as determined in accordance with IFRS.
³ Expenses recognized in 2024 and 2023 for the additional performance share award of 70,000 shares which vested on
January 25, 2024 and of 88,020 shares which vested on January 19, 2023 as determined in accordance with IFRS.
⁴ Performance shares for 2024 and 2023 may vest in 2027 and 2026, respectively, subject to continued service and the actual
performance during the performance period 2024-2026 and 2023-2025, respectively.
177
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Summary compensation and key performance metrics 2020-2024
The following table presents the items used to evaluate remuneration and company performance over the last five reported financial years:
Year ended December 31,
2024 2023 2022 2021 2020
Director’s actual cash remuneration and value of equity remuneration
R.W. Blickman, CEO Board of Management (€) 19,736,953 10,461,238 9,383,482 8,698,528 7,066,003
Annual change 89% 11% 8% 23% 16%
Company performance
Net income as % of revenue realized 30.0% 30.6% 33.3% 37.7% 30.5%
Total shareholder return (base 2018 = 100%) 900% 913% 365% 457% 294%
Average actual cash remuneration and value of equity remuneration
Employees of the Company, excluding CEO (€ thousands) 90.1 80.4 73.6 70.8 68.2
Annual change 12% 9% 4% 4% 5%
Internal pay ratio* 196 115 115 128 100
* The internal pay ratio is calculated based on the annual total remuneration of the CEO relative to the average annual remuneration of the employees of the Company as reported in accordance with
IFRS and in accordance with the requirements under the Dutch Corporate Governance Code. The Remuneration Committee noted that certain factors influence the internal pay ratio. The internal
pay ratio of 196 in 2024 increased as compared to 2023 and 2022 as the total 2024 remuneration of the CEO as reported in accordance with IFRS increased by 86% versus 2023 due to the expenses
for the additional performance shares related to the prior year, whereas the average remuneration of other employees in accordance with IFRS increased by 9%. The internal pay ratio is mainly
impacted by the value of the equity compensation awarded to the CEO and as such aligned with the share price performance. Given the dependence on the share price development, the
Remuneration Committee does not have a preferred ratio. Instead, the remuneration of employees and the CEO should be in line with the relevant internal and external references for the relative
weight of the position, responsibilities and performance.
Shares held by members of the Board of Management
Members of the Board of Management are expected to hold Besi shares as a long-term
investment to better align their interests with those of shareholders. As per the 2024
Remuneration Policy, the Chairman of the Board of Management is expected to hold shares
in an amount equal to three times his base salary (or € 2,100,000 based on his 2024 salary).
Other members of the Board of Management are expected to hold shares in an amount
equal to two times their base salary. The table below shows the holdings of the member of
the Board of Management as of December 31, 2024:
Board of Management 2024 base salary in € Number of shares held Ownership ratio*
R.W. Blickman 700,000 1,347,718 255x
* The ownership ratio is calculated based on the number of shares held by the member of the Board of Management
multiplied by the share price at December 31, 2024 and then divided by the base salary.
178
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Remuneration members of the Supervisory Board
The remuneration of the members of the Supervisory Board is reviewed on an annual basis.
Compensation for members of Besi’s Supervisory Board has not been increased for the
past six years. Therefore, the Committee reviewed its compensation structure in 2023 with
the help of a third-party consultant and concluded that the pay levels for some roles were
below the benchmark of market median rates for other reference companies in accordance
with the Remuneration Policy 2024. Consequently, a proposal was made at the 2024 AGM,
and approved by shareholders, to increase the compensation for members of Besi’s
Supervisory Board and to approve the Remuneration Policy of the Supervisory Board.
The current remuneration of Supervisory Board members is as follows:
• Member of the Supervisory Board, including committee membership(s): € 86,750.
• Member of the Supervisory Board and Chairperson of a committee: € 91,750.
• Chairperson of the Supervisory Board: € 113,125.
• Meeting attendance fees, including conference calls: None.
The members of the Supervisory Board are not entitled to any performance or equity
related compensation and are not entitled to any pension allowance or contribution.
The total cash remuneration of the members of the Supervisory Board for the five years
ended December 31, 2024 was as follows, as reported by the Company:
(€) Year ended December 31,
2024 2023 2022 2021 2020
R. Norbruis – Chairperson 113,125 52,800 – – –
N. Hoek – Member and Chair Audit Committee 91,750 66,000 66,000 66,000 66,000
C. Bozotti – Member and Chair Remuneration Committee 91,750 66,000 66,000 64,900 62,700
E. Eckstein – Member and Chair Nomination Committee 91,750 66,000 64,900 20,900 –
L. Oliphant – Member 86,750 68,700 62,700 41,800 –
Former members of the Supervisory Board:
L.J. Hijmans van den Bergh – 25,800 79,200 79,200 79,200
D.J. Dunn – – – 22,000 66,000
M. ElNaggar – – – 41,800 68,700
Total remuneration 475,125 345,300 338,800 336,600 342,600
Loans
At the end of 2024, no loans, advances or guarantees were outstanding for any members
of Besi’s Supervisory Board.
Report of the Supervisory Board
179
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
180
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD AND
TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Report of the Supervisory Board
Annual Report
Besi is pleased to present its 2024 Annual Report prepared by the Board of Management.
The Annual Report includes Besi’s Financial Statements as prepared by the Board of
Management for the financial year ended December 31, 2024. At its meeting on February
19, 2025, the Supervisory Board approved these Financial Statements. EY Accountants B.V.
(“EY”), independent external auditors, duly examined the 2024 Besi Financial Statements
and issued an unqualified opinion thereon.
The Supervisory Board recommends that the General Meeting of Shareholders adopts the
2024 Financial Statements as submitted by the Board of Management and approved by the
Supervisory Board. The Board of Management, with the approval of the Supervisory Board,
has also submitted a proposal to declare a cash dividend of € 2.18 per share for the year
ended December 31, 2024.
Supervision
Besi has a two-tier board structure consisting of a Board of Management and a Supervisory
Board that is responsible for supervising and guiding the Board of Management. The Board
of Management is currently comprised of one member, Mr Richard Blickman. The
Supervisory Board is currently comprised of five members, all of whom are considered
independent within the meaning of best practice provision 2.1.8 of the Dutch Corporate
Governance Code. In the opinion of the Supervisory Board, the independence requirements
referred to in best practice provisions 2.1.7 to 2.1.9 (inclusive) of the Dutch Corporate
Governance Code have been fulfilled.
Name
Year first
appointed
Year
reappointed
Term end
Mr Richard Norbruis (Chairperson) 2023 – 2027
Mr Niek Hoek 2018 2022 2026
Mr Carlo Bozotti 2018 2022 2026
Dr Laura Oliphant 2021 – 2025
Ms Elke Eckstein 2021 – 2025
The Supervisory Board will propose to reappoint each of Dr Laura Oliphant and Ms Elke
Eckstein as Supervisory Board members for four-year terms at Besi’s Annual General
Meeting of Shareholders on April 23, 2025.
Composition and diversity
The Supervisory Board considers its composition to be aligned with its objective for an
adequate mix of knowledge and experience amongst its members in relation
to the technological and global character of Besi’s business as well as an adequate level
of knowledge and experience in financial, economic, technical, social and legal aspects of
international business and government and public administration. The Supervisory Board
believes that it has the requisite expertise, background, competencies and independence
to carry out its duties properly and that all members have sufficient time to spend on their
respective duties and responsibilities.
The Supervisory Board has a diverse composition in terms of experience, expertise, cultural
or other background, competencies, education, gender identity, age and nationality. On all
such points, its composition is in line with the objectives of the Supervisory Board’s profile
and Diversity and Inclusion policy. The current Supervisory Board male/female ratio of
60/40 is in compliance with the Supervisory Board’s profile and Besi’s Diversity
and Inclusion policy as well as with Dutch legislation on gender diversity effective January
1, 2022. When considering new candidates, the Supervisory Board will retain an active and
open attitude with respect to the selection of female candidates. Gender is, however, only
one factor of diversity. The qualifications of a particular person and the requirements for
the position shall in principle always prevail over all other factors and considerations when
filling a vacancy unless otherwise required by Dutch law.
Meetings and attendance
In 2024, the Supervisory Board held six meetings (four in-person and two virtually), of
which four were combined meetings of the Supervisory Board and the Audit Committee.
The Board of Management also organized four virtual update meetings for the Supervisory
Board during the year. In addition, the Supervisory Board visited Besi’s facilities in
Switzerland, Malaysia and Singapore and met with local management.
During the year, the Audit Committee held four meetings to discuss the topics set forth
below and the scope and results of EY’s audit of the Financial Statements. EY attended
two meetings of the Audit Committee in 2024. The Audit Committee separately met with
EY once without the presence of the member of the Board of Management.
The Remuneration Committee and the Nomination Committee both met once in 2024 to
discuss the topics set forth below. The member of the Board of Management was not
present during the Remuneration Committee meeting and Nomination Committee meeting.
181
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD AND
TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Meeting attendance by individual Supervisory Board member was as follows:
Name Supervisory
Board
Audit
Committee
Remuneration
Committee
Nomination
Committee
Mr Richard Norbruis 6/6 4/4 1/1 1/1
Mr Niek Hoek 6/6 4/4 1/1 1/1
Mr Carlo Bozotti 6/6 4/4 1/1 1/1
Dr Laura Oliphant 6/6 4/4 1/1 1/1
Ms Elke Eckstein 6/6 4/4 1/1 1/1
Supervisory Board meeting topics
Key topics discussed by the Supervisory Board during 2024 included:
Strategic
• Semi-annual reviews of current strategic planning initiatives and the principal risks
associated therewith as well as the implementation of Besi’s sustainable long-term
value creation strategy.
• Besi’s technology roadmap and related research and development programs including a
joint meeting with the CEO and the Technology Advisory Board.
• Potential strategic alliances and acquisitions.
• The hybrid bonding joint development agreement with Applied Materials.
• Sustainability related topics including a review of Besi’s current policies, strategies and
performance more fully discussed in our Sustainability Statement in this Annual Report.
• Compliance with the CSRD and progress related thereto.
• Status updates related to Besi’s strategic plan initiatives 2023-2027.
Financial
• Besi’s annual budget as well as quarterly revised estimates related thereto.
• Quarterly business reviews and a review and discussion of Besi’s 2024 annual budget
with the Board of Management and senior management.
• Besi’s capital allocation policy including completion of the € 60 million share repurchase
program in August 2024 and initiation of a new € 100 million share repurchase program
effective September 1, 2024.
• Besi's issuance of € 350 million of 4.500% Senior Notes due 2031.
Operations
• The ongoing reductions to Besi’s cost structure.
• The general risks associated with Besi’s operations.
• The progress of the advanced die placement activities focused on wafer level assembly.
• The planned expansion in 2025 of our Malaysian cleanroom production capacity and
Singaporean advanced packaging support capabilities and an expansion of our Vietnam
production facility.
• The progress of Besi’s development programs including new product introductions and
enhancements to Besi’s current portfolio.
• The ongoing operational development of Besi’s processes, procedures, ERP and IT
systems.
• The assessment and review provided by the Board of Management of the structure and
operation of Besi’s internal control and risk management systems as well as any
significant changes thereto.
Governance
• The functioning and performance evaluation of the Board of Management, the
Supervisory Board, the Audit Committee, the Remuneration Committee and the
Nomination Committee and the individual members of the Supervisory Board.
• A self-assessment conducted by the Supervisory Board (without the presence of the
member of the Board of Management), the results of which concluded that there is a
proper mix of background and skills at the Supervisory Board level and that the
Supervisory Board works well as a team with open and direct communication.
• Succession planning and related career development programs for members of senior
management and key Besi staff.
• The remuneration of the Board of Management and the Remuneration Report.
• The compensation of the Supervisory Board.
Capital allocation policy
The Board of Management is responsible for Besi’s optimal capital allocation and has
adopted a policy which aims to enhance shareholder returns via dividends and share
repurchases.
Due to Besi’s earnings and cash flow generation in 2024, the Board of Management, with
the approval of the Supervisory Board, will propose a cash dividend to shareholders equal
to € 2.18 per share for 2024 for approval at Besi’s Annual General Meeting of Shareholders
on April 23, 2025.
On October 26, 2023, Besi announced a € 60 million share repurchase program effective
November 1, 2023. Under the program, Besi repurchased a total of 451,356 of its ordinary
shares between November 1, 2023 (inception) and August 31, 2024 (completion) at an
average price of € 132.93, representing an aggregate amount of € 60 million. On August 31,
2024, Besi announced a new € 100 million share repurchase program effective September
1, 2024. The program is aimed at general capital reduction purposes and to help offset
dilution related to Besi’s Convertible Notes and shares issued under employee stock plans.
It is funded using available cash resources and is expected to be completed by October
2025. In 2024, Besi repurchased a total of 261,744 of its ordinary shares between September
1, 2024 (inception) and December 31, 2024 under the new plan at an average price of
€ 112.28 representing an aggregate amount of € 29.4 million.
182
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD AND
TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Supervisory Board committees
The Supervisory Board has established three committees, the Audit Committee, the
Remuneration Committee and the Nomination Committee. These committees operate
under the terms of reference approved by the Supervisory Board.
Audit Committee
The Audit Committee consists of all Supervisory Board members. The Chairperson is
Mr Niek Hoek who is considered a financial expert. The Audit Committee fulfills its
responsibilities by carrying out the activities enumerated under its terms of reference
including assistance provided to the Supervisory Board in fulfilling its oversight
responsibilities in its review of:
• The effectiveness of Besi’s internal control and risk management systems and the
internal audit function as described under Risk Management and in the chapter Internal
control and risk management under Corporate Governance in this Annual Report.
• The analysis and assessment provided by the Board of Management of the structure and
operation of Besi’s internal control and risk management systems and any significant
changes thereto.
• Besi’s capital structure, financing and treasury operations.
• Besi’s European and global tax structure and transfer pricing policy including, in
particular, developments affecting fiscal Base Erosion and Profit Shifting (“BEPS”).
• Auditing, accounting and financial reporting processes and critical accounting policies,
new accounting pronouncements and the further development of International Financial
Reporting Standards as adopted by the EU (“IFRS”).
• Auditing, accounting and reporting of non-financial sustainability reporting.
• The quality of work, reporting, expertise and independence of EY, Besi’s independent
external auditor, on a regular basis including, in particular, the appropriateness of non-
audit services provided.
• The terms of EY’s engagement including the scope of the audit, the materiality thresholds
to be used and the audit fee.
• The approval of non-audit/assurance services by EY.
• The receipt, retention and treatment of complaints and the anonymous submission of
confidential concerns by employees involving accounting matters on the basis
of Besi’s Whistleblower procedure, which can be found on the Company’s website:
www.besi.com.
• Information and communication technology deployment including ongoing enhancements
to Besi’s global ERP system.
• Besi’s cyber security profile including risks and measures available to counter the rising
threat of cybercrime and cyber terrorism.
The Audit Committee terms of reference are posted on Besi’s website: www.besi.com.
Remuneration Committee
The Remuneration Committee consists of all Supervisory Board members. The Chairperson
of the Remuneration Committee is Mr Carlo Bozotti. It has the following responsibilities
with respect to remuneration for which it fulfills its obligations by:
• The proposal to the Supervisory Board of the Remuneration Policies to be pursued.
• The review and proposal on an annual basis of the corporate goals and objectives related
to the remuneration of the Board of Management.
• The proposal to the Supervisory Board for the remuneration of the Board of Management
within the scope of the Remuneration Policy as adopted by the General Meeting of
Shareholders. Such proposal shall, in any event, deal with:
• The strategic objectives for the implementation of sustainable long-term value
creation.
• The remuneration structure.
• The amounts of the fixed and variable remuneration components and the ratio thereof.
• The performance criteria used.
• The scenario analyses carried out.
• Company-wide pay ratios.
• The terms and conditions governing conditional share awards or share options.
• The development of the market price of the ordinary shares.
• The overall compliance with the requirements imposed by the Dutch Civil Code and the
Dutch Corporate Governance Code.
• Overseeing Besi’s equity incentive plans.
• Preparing the Remuneration Report.
The Remuneration Committee’s terms of reference are posted on our website:
www.besi.com.
Remuneration Report
The Remuneration Report is included in a separate section of this Annual Report.
183
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD AND
TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
The Nomination Committee
The Nomination Committee consists of all Supervisory Board members. The Chairperson of
the Nomination Committee is Ms Elke Eckstein. It has the following responsibilities with
respect to the selection and nomination of Supervisory Board members and members of
the Board of Management for which it fulfills its obligations by:
• Determining selection criteria and appointment procedures for Supervisory Board
members and members of the Board of Management.
• Periodically assessing the size and composition of the Supervisory Board and the Board
of Management and making proposals for the composition profile of the Supervisory
Board.
• Periodically assessing the functioning of individual Supervisory Board members and
members of the Board of Management and providing reports to the Supervisory Board.
• Creating and updating succession plans for Supervisory Board members and members of
the Board of Management.
• Making proposals for appointments and reappointments.
• Supervising the policy of the Board of Management on selection criteria and appointment
procedures for senior management.
The Nomination Committee’s terms of reference are posted on our website:
www.besi.com.
Corporate governance
The Supervisory Board acknowledges the importance of good corporate governance, the
most important elements of which are transparency, independence and accountability. It
continuously reviews important corporate governance developments. Reference is made
to the Corporate Governance section of this Annual Report. Deviations from the Dutch
Corporate Governance Code are explained in that section.
The Supervisory Board would like to express its thanks and appreciation to all involved for
their hard work and dedication to Besi in 2024. In particular, we would like to thank
management and employees for their actions taken this year to help Besi achieve an
excellent performance in a challenging industry environment.
The Supervisory Board
Richard Norbruis, Chairperson
February 19, 2025
Board of Management, Supervisory Board
and Technology Advisory Board Members
184
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
185
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Board of Management, Supervisory Board and Technology Advisory Board Members
Board of Management
Richard W. Blickman (male, 1954)
Dutch nationality
Appointed since 1995
Chief Executive Officer, Chairman of the
Board of Management
From left to right: Carlo Bozotti, Elke Eckstein, Niek Hoek, Richard Norbruis, Laura
Oliphant and Richard Blickman.
Supervisory Board
Laura Oliphant (female, 1963)
American nationality
Member since 2021
Current term 2021 – 2025
Managing Partner of Serendibite Partners
Additional functions
Non-executive member of the board of
directors of Aehr Test Systems and USA
Triathlon.
The Supervisory Board has formed the
following committees:
Audit Committee
Members: Niek Hoek (Chairperson), Carlo
Bozotti, Elke Eckstein, Richard Norbruis
and Laura Oliphant
Nomination Committee
Members: Elke Eckstein (Chairperson),
Carlo Bozotti, Richard Norbruis, Niek
Hoek and Laura Oliphant
Remuneration Committee
Members: Carlo Bozotti (Chairperson),
Elke Eckstein, Richard Norbruis, Niek
Hoek and Laura Oliphant
Richard Norbruis (male, 1957)
Chairperson
Dutch nationality
Member since 2023
Current term 2023 – 2027
Partner at Norbruis Clement Advocaten
Additional functions
Chairman of Stichting Administratie-
kantoor van gewone aandelen A Van
Lanschot Kempen.
Carlo Bozotti (male, 1952)
Italian and Swiss nationality
Member since 2018
Current term 2022 – 2026
Industrial Partner of FSI, private equity
firm
Additional functions
Non-executive member of the board of
directors of Nice S.p.A.
Elke Eckstein (female, 1964)
German nationality
Member since 2021
Current term 2021 – 2025
Non-executive member of the board of
directors of Jenoptik, KK Wind, Saferoad,
u-blox and ViaCon.
Niek Hoek (male, 1956)
Dutch nationality
Member since 2018
Current term 2022 – 2026
Managing director of Brandaris Capital
Holding B.V.
Additional functions
Chairman of the Supervisory Boards of
Anthony Veder Group N.V. (Netherlands
Antilles), Van Oord N.V. and Cabka N.V.,
Chairman of the Board of Stichting
Preferente Aandelen Nedap.
186
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Technology Advisory Board
Marvin D. Liao (male, 1955)
Formerly VP Operations/Advanced Packaging Technology and Service of TSMC.
Frits van Hout (male, 1960)
Formerly Executive Vice President and Chief Strategy Officer of ASML.
Vincent DiCaprio (male, 1966)
Vice President at Applied Materials and Head of Business and Corporate Development for
its Heterogeneous Integration and ICAPS Business Unit.
Mostafa A. Aghazadeh (male, 1959)
Formerly Advanced Packaging Technology & Manufacturing Executive at Intel.
From left to right: Frits van Hout, Mostafa A. Aghazadeh, Vincent DiCaprio and
Marvin D. Liao.
187
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Financial Statements 2024
Consolidated Statement of Financial Position 188
Consolidated Statement of Operations 189
Consolidated Statement of Comprehensive Income 189
Consolidated Statement of Changes in Equity 190
Consolidated Statement of Cash Flows 191
Notes to the Consolidated Financial Statements 192
Parent Company Balance Sheet 237
Parent Company Statement of Income and Expense 238
Notes to the Parent Company Financial Statements 239
188
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Consolidated Statement of Financial Position
(€ thousands) | Note | December 31, | December 31, |
| 2024 | 2023 | ||
| Assets | |||
Cash and cash equivalents | 3 | ||
Deposits | 4 | ||
Trade receivables | 5 | ||
Inventories | 6 | ||
Income tax receivable | |||
Other receivables | 7 | ||
Prepayments | 8 | ||
Total current assets | |||
Property, plant and equipment | 9 | ||
Right of use assets | 19 | ||
Goodwill | 10 | ||
Other intangible assets | 11 | ||
Deferred tax assets | 29 | ||
Other non-current assets | 12 | ||
Total non-current assets | |||
Total assets |
(€ thousands) | Note | December 31, | December 31, |
| 2024 | 2023 | ||
| Liabilities and equity | |||
Bank overdraft | |||
Current portion of long-term debt | 18 | ||
Trade payables | 14 | ||
Income tax payable | |||
Provisions | 15 | ||
Lease liabilities | 19 | ||
Other payables | 16 | ||
Other current liabilities | 17 | ||
Total current liabilities | |||
Long-term debt | 18 | ||
Lease liabilities | 19 | ||
Deferred tax liabilities | 29 | ||
Provisions | 20, 25 | ||
Other non-current liabilities | 17 | ||
Total non-current liabilities | |||
Share capital | 21 | ||
Share premium | |||
Retained earnings | |||
Other reserves | 21 | ||
Equity attributable to owners of the Company | |||
Total liabilities and equity |
189
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Consolidated Statement of Operations Consolidated Statement of Comprehensive Income
| (€ thousands, except share and per share | Note | Year ended December 31, | |
| data) | 2024 | 2023 | |
Revenue | 23, 24 | ||
Cost of sales | |||
Gross profit | |||
Selling, general and administrative expenses | |||
Research and development expenses | |||
Total operating expenses | |||
Operating income | |||
Financial income | 28 | ||
Financial expense | 28 | ( | ( |
Financial income (expense), net | ( | ( | |
Income before income tax | |||
Income tax expense | 29 | ||
Net income | |||
| Total net income per share | |||
Basic | |||
Diluted¹ | |||
Weighted average number of shares used to compute income per share | |||
Basic | 30 | ||
Diluted | 30 |
¹ The calculation of the diluted income per share for the year 2024 and 2023 assumes the exercise of equity-settled share-
based payments. The calculation also assumes the conversion of the Company’s Convertible Notes due 2024, 2027 and
2029, respectively, as such conversion would have a dilutive effect.
(€ thousands) | Year ended December 31, | |
2024 | 2023 | |
Net income | ||
| Other comprehensive income | ||
Actuarial gain (loss), net of income tax | ( | ( |
| Items that will not be reclassified | ||
to profit and loss | ( | ( |
Currency translation differences | ||
Unrealized hedging results, net of income tax | ( | ( |
| Items that may be reclassified subsequently | ||
to profit or loss | ( | |
Other comprehensive income, net of income tax | ( | |
Total comprehensive income |
190
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Consolidated Statement of Changes in Equity
| (€ thousands, | Number of | Share | Share | Retained | Other | Total |
| except for share data) | ordinary | capital | premium | earnings | reserves | share- |
| shares | (Note 21) | holders’ | ||||
| outstanding¹ | equity | |||||
Balance at January 1, 2024 | 81,146,738 | |||||
Currency translation differences | - | |||||
Other comprehensive results | - | ( | ( | |||
Unrealized hedging results | - | ( | ( | |||
Other comprehensive income for the year | - | ( | ( | |||
Net income | - | |||||
Total comprehensive income for the year | - | ( | ||||
Dividend paid to owners of the Company | - | ( | ( | |||
Convertible Notes converted into equity | - | |||||
Changes in legal reserve | - | ( | ||||
Equity-settled share-based payments | - | |||||
Purchase of treasury shares | - | ( | ( | |||
Balance at December 31, 2024 | 81,146,738 | |||||
Balance at January 1, 2023 | 81,146,738 | |||||
Currency translation differences | - | |||||
Other comprehensive results | - | ( | ( | |||
Unrealized hedging results | - | ( | ( | |||
Other comprehensive income for the year | - | |||||
Net income | - | |||||
Total comprehensive income for the year | - | |||||
Dividend paid to owners of the Company | - | ( | ( | |||
Convertible Notes converted into equity | - | |||||
Changes in legal reserve | - | ( | ||||
Equity-settled share-based payments | - | |||||
Purchase of treasury shares | - | ( | ( | |||
Balance at December 31, 2023 | 81,146,738 |
¹ The outstanding number of ordinary shares includes 1,834,598 and 4,130,944 treasury shares at December 31, 2024 and December 31, 2023, respectively.
191
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Consolidated Statement of Cash Flows
(€ thousands) | Note | Year ended December 31, | |
2024 | 2023 | ||
| Cash flows from operating activities | |||
Income before income tax | |||
| Adjustments to reconcile income before income tax to net cash flows | |||
Depreciation, amortization and impairment | 9, 11, 19 | ||
Share-based payment expense | 25 | ||
Financial expense, net | 28 | ||
| Effects on changes in assets and liabilities | |||
Decrease (increase) in trade receivables | ( | ( | |
Increase in inventories | ( | ( | |
Increase (decrease) in trade payables | |||
Changes in provisions | |||
Changes in other working capital | ( | ( | |
Net cash provided by operations | |||
Interest received | |||
Interest paid | ( | ( | |
Income tax paid | ( | ( | |
Net cash provided by operating activities | |||
| Cash flows from investing activities | |||
Capital expenditures | 9, 11 | ( | ( |
Capitalized development expenditures | 11 | ( | ( |
Repayment of (investments in) deposits | 4 | ( | ( |
Net cash used in investing activities | ( | ( | |
| Cash flows from financing activities | |||
Proceeds from bank lines of credit | |||
Proceeds from notes | 18 | ||
Transaction costs related to notes | 18 | ( | |
Payments on lease liabilities | 18, 19 | ( | ( |
Purchase treasury shares | ( | ( | |
Dividend paid to shareholders | ( | ( | |
Net cash provided by (used in) financing activities | ( | ||
Net change in cash and cash equivalents | ( | ||
Effect of changes in exchange rates on cash and cash equivalents | |||
Cash and cash equivalents at beginning of the period | 3 | ||
Cash and cash equivalents at end of the period | 3 |
192
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Notes to the Consolidated Financial Statements
BE Semiconductor Industries N.V.‘s principal operations are in the Netherlands, Switzerland,
principal executive office is located at Ratio 6, 6921 RW Duiven, the Netherlands . Statutory
seat of the Company is Amsterdam; number at Chamber of Commerce is 09092395.
The Consolidated Financial Statements of BE Semiconductor Industries N.V. for the year
ended December 31, 2024, were authorized for issue in accordance with a resolution of the
directors on February 19, 2025. The Consolidated Financial Statements of the Company as
at December 31, 2024 will be presented to the Annual General Meeting of Shareholders for
their adoption on April 23, 2025.
The Consolidated Financial Statements are prepared on the basis that it will continue to
operate as a going concern.
Ukraine
As a result of the conflict in Ukraine, many countries have imposed, and may continue to
impose, new sanctions on specified Russian entities and individuals. The direct impact to
the Company in 2024 was negligible from a revenue and sourcing perspective as Besi has
no presence in Russia, Ukraine or Belarus. However, the conflict and its direct and indirect
consequences have and may continue to exert a drag on the global economy through
inflation via energy and commodity prices. The Company implemented price increases on
its systems to help compensate for inflationary cost pressures.
Israel/Hamas
The ongoing conflict between Israel and Hamas has had no direct impact on our Company
in 2024, as we do not maintain a presence in that specific region.
Statement of compliance
The Company’s Consolidated Financial Statements have been prepared in accordance with
IFRS Accounting Standards as adopted by the European Union. They also comply with the
financial reporting requirements included in section 9 of Book 2 of the Netherlands Civil
Code, as far as applicable.
193
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Name | Location and country of | Percentage of | |||||||||
| incorporation | ownership | ||||||||||
BE Semiconductor Industries Holding GmbH | Radfeld, Austria | 100% | |||||||||
BE Semiconductor Industries USA, Inc. | Chandler, Arizona, USA | 100% | |||||||||
Besi APac Sdn. Bhd. | Shah Alam, Malaysia | 100%¹ | |||||||||
Besi Austria GmbH | Radfeld, Austria | 100% | |||||||||
Besi Korea Ltd. | Seoul, South Korea | 100% | |||||||||
Besi Leshan Co., Ltd. | Leshan, China | 100% | |||||||||
Besi Netherlands B.V. | Duiven, the Netherlands | 100% | |||||||||
Besi North America, Inc. | Chandler, Arizona, USA | 100% | |||||||||
Besi Philippines, Inc. | Muntinlupa City, Philippines | 100% | |||||||||
Besi (Shanghai) Trading Co., Ltd. | Shanghai, China | 100% | |||||||||
Besi Singapore Pte. Ltd. | Singapore, Singapore | 100% | |||||||||
Besi Switzerland AG | Steinhausen, Switzerland | 100% | |||||||||
Besi Switzerland MM AG | Steinhausen, Switzerland | 100%² | |||||||||
Besi (Thai) S&S Ltd. | Bangkok, Thailand | 100%¹ | |||||||||
Besi USA, Inc. | Chandler, Arizona, USA | 100% | |||||||||
Cong Ty Tnhh Besi Viet Nam | Ho Chi Minh City, Vietnam | 100% | |||||||||
Datacon Beteiligungs GmbH | Radfeld, Austria | 100% | |||||||||
Esec China Financial Ltd. | Hong Kong, China | 100% | |||||||||
Fico Hong Kong Ltd. | Hong Kong, China | 100% | |||||||||
Fico International B.V. | Duiven, the Netherlands | 100% | |||||||||
Meco Equipment Engineers B.V. | ‘s-Hertogenbosch, the Netherlands | 100% | |||||||||
¹ | In | order | to | comply | with | local | corporate | law, | a | non-controlling shareholding (less than 0.1%) is held by Company |
| Consolidated Statement | Consolidated Statement of | |||
| of Financial Position | Operations and Consolidated | |||
| Statement of Comprehensive Income | ||||
2024 | 2023 | 2024 | 2023 | |
US dollar | 1.04 | 1.11 | 1.08 | 1.08 |
Swiss franc | 0.94 | 0.93 | 0.95 | 0.97 |
Malaysian ringgit | 4.65 | 5.08 | 4.94 | 4.90 |
Chinese renminbi | 7.58 | 7.85 | 7.79 | 7.63 |
194
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Category | Estimated useful life |
Land | Not depreciated |
Buildings | 15–30 years |
| Leasehold improvements¹ | 1–10 years |
Machinery and equipment | 2–10 years |
Office furniture and equipment | 3–10 years |
195
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
| Category | |
Land and buildings | 1–10 years |
Office furniture and equipment | 1–10 years |
196
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Category | Estimated useful life |
Software | 3–5 years |
Development expenses | 3–7 years |
197
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
198
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
199
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
200
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
201
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
202
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
203
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
(€ thousands) | December 31, | December 31, |
2024 | 2023 | |
Cash at banks | 41,617 | 33,966 |
Deposits | 16,916 | 43,095 |
Money market funds and reverse repos | 283,786 | 111,416 |
Total cash and cash equivalents | 342,319 | 188,477 |
4. Deposits
At December 31, 2024 and 2023, an amount of € 330.0 million and € 225.0 million,
respectively, was placed on deposit for various periods and with initial maturity exceeding
three months. The expected credit loss on deposits is considered immaterial.
(€ thousands) | December 31, | December 31, |
2024 | 2023 | |
Trade receivables | 182,135 | 143,690 |
Allowance for expected credit losses | (273) | (472) |
Total trade receivables, net | 181,862 | 143,218 |
(€ thousands) | 2024 | 2023 |
Balance at January 1 | 472 | 855 |
Additions | 37 | 8 |
Usage | (246) | (368) |
Foreign currency translation | 10 | (23) |
Balance at December 31 | 273 | 472 |
(€ thousands) | December 31, | December 31, |
2024 | 2023 | |
Raw materials | 33,119 | 32,025 |
Work in progress | 63,398 | 54,368 |
Finished goods | 6,768 | 6,112 |
Total inventories, net | 103,285 | 92,505 |
(€ thousands) | 2024 | 2023 |
Balance at January 1 | 16,661 | 15,430 |
Additions | 2,792 | 2,584 |
Usage | (644) | (601) |
Foreign currency translation | 748 | (752) |
Balance at December 31 | 19,557 | 16,661 |
204
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
(€ thousands) | December 31, | December 31, |
2024 | 2023 | |
Research and development grants | 15,089 | 12,496 |
Forward foreign currency exchange contracts | 581 | 9,467 |
VAT receivables | 3,553 | 3,348 |
Interest to be received | 5,808 | 2,627 |
Revenue to be invoiced | 1,936 | 493 |
Other | 774 | 468 |
Total other receivables | 27,741 | 28,899 |
8. Prepayments
Prepayments consist of the following:
(€ thousands) | December 31, | December 31, |
2024 | 2023 | |
Prepaid licenses | 2,694 | 2,082 |
Prepaid suppliers | 481 | 1,260 |
Prepaid insurances | 417 | 291 |
Prepaid pensions and social security | 23 | 22 |
Other prepayments | 977 | 582 |
Total prepayments | 4,592 | 4,237 |
Prepayments do not include any amounts with expected remaining terms of more than one
year. Other prepayments consist of prepaid registration and listing fees, prepaid
exhibitions, prepaid maintenance and other prepayments.
205
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Property, plant and equipment, net consist of the following:
(€ thousands) | Land, buildings | Machinery | Office | Assets | Total |
| and leasehold | and | furniture and | under | ||
| improvements | equipment | equipment | construction | ||
| Balance at January 1, 2024 | |||||
Cost | 37,211 | 52,126 | 9,206 | 1,045 | 99,588 |
Accumulated depreciation and impairment | (21,747) | (32,581) | (7,744) | - | (62,072) |
Property, plant and equipment, net | 15,464 | 19,545 | 1,462 | 1,045 | 37,516 |
| Changes in book value in 2024 | |||||
Capital expenditures | 880 | 8,655 | 1,948 | 463 | 11,946 |
Transfers | 326 | 3,722 | - | (616) | 3,432 |
Disposals (cost) | (85) | (695) | (357) | (10) | (1,147) |
Disposals (accumulated depreciation) | 60 | 713 | 356 | - | 1,129 |
Depreciation | (2,070) | (6,225) | (1,085) | - | (9,380) |
Foreign currency translation | 528 | 688 | 50 | 11 | 1,277 |
Total changes | (361) | 6,858 | 912 | (152) | 7,257 |
| Balance at December 31, 2024 | |||||
Cost | 39,540 | 64,218 | 10,782 | 893 | 115,433 |
Accumulated depreciation and impairment | (24,437) | (37,815) | (8,408) | - | (70,660) |
Property, plant and equipment, net | 15,103 | 26,403 | 2,374 | 893 | 44,773 |
206
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
(€ thousands) | Land, buildings | Machinery | Office | Assets | Total |
| and leasehold | and | furniture and | under | ||
| improvements | equipment | equipment | construction | ||
| Balance at January 1, 2023 | |||||
Cost | 36,148 | 47,475 | 8,930 | 441 | 92,994 |
Accumulated depreciation and impairment | (21,023) | (31,266) | (7,433) | - | (59,722) |
Property, plant and equipment, net | 15,125 | 16,209 | 1,497 | 441 | 33,272 |
| Changes in book value in 2023 | |||||
Capital expenditures | 2,746 | 2,429 | 847 | 565 | 6,587 |
Transfers | - | 6,406 | - | - | 6,406 |
Disposals (cost) | (179) | (482) | (270) | - | (931) |
Disposals (accumulated depreciation) | 154 | 452 | 269 | - | 875 |
Depreciation | (1,827) | (5,014) | (866) | - | (7,707) |
Foreign currency translation | (555) | (455) | (15) | 39 | (986) |
Total changes | 339 | 3,336 | (35) | 604 | 4,244 |
| Balance at December 31, 2023 | |||||
Cost | 37,211 | 52,126 | 9,206 | 1,045 | 99,588 |
Accumulated depreciation and impairment | (21,747) | (32,581) | (7,744) | - | (62,072) |
Property, plant and equipment, net | 15,464 | 19,545 | 1,462 | 1,045 | 37,516 |
(€ thousands) | Year ended December 31, | |
2024 | 2023 | |
Cost of sales | 1,592 | 1,491 |
Selling, general and administrative expenses | 5,849 | 5,198 |
Research and development expenses | 1,939 | 1,018 |
Total depreciation and impairment | 9,380 | 7,707 |
207
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
(€ thousands) | 2024 | 2023 |
| Balance at January 1 | ||
Cost | 65,602 | 65,946 |
Accumulated impairment | (20,200) | (20,200) |
Goodwill, net | 45,402 | 45,746 |
| Changes in book value | ||
Foreign currency translation | 608 | (344) |
Total changes | 608 | (344) |
| Balance at December 31 | ||
Cost | 66,210 | 65,602 |
Accumulated impairment | (20,200) | (20,200) |
Goodwill, net | 46,010 | 45,402 |
(€ thousands) | December 31, | December 31, |
| 2024 | 2023 | |
Die Attach | 44,029 | 43,421 |
Plating | 1,981 | 1,981 |
Total | 46,010 | 45,402 |
208
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
(€ thousands) | Software | Development | Total |
| expenses | |||
| Balance at January 1, 2024 | |||
Cost | 10,878 | 122,724 | 133,602 |
Accumulated amortization | (10,475) | (29,459) | (39,934) |
Other intangible assets, net | 403 | 93,265 | 93,668 |
| Changes in book value in 2024 | |||
Capitalized development expenses | - | 19,437 | 19,437 |
Capital expenditures | 93 | - | 93 |
Disposals (cost) | - | (8,493) | (8,493) |
Disposals (accumulated depreciation) | - | 8,493 | 8,493 |
Amortization | (258) | (14,973) | (15,231) |
Foreign currency translation | (1) | (1,289) | (1,290) |
Total changes | (166) | 3,175 | 3,009 |
| Balance at December 31, 2024 | |||
Cost | 10,970 | 132,025 | 142,995 |
Accumulated amortization | (10,733) | (35,585) | (46,318) |
Other intangible assets, net | 237 | 96,440 | 96,677 |
(€ thousands) | Software | Development | Total |
| expenses | |||
| Balance at January 1, 2023 | |||
Cost | 10,539 | 105,178 | 115,717 |
Accumulated amortization | (10,165) | (24,334) | (34,499) |
Other intangible assets, net | 374 | 80,844 | 81,218 |
| Changes in book value in 2023 | |||
Capitalized development expenses | - | 21,121 | 21,121 |
Capital expenditures | 312 | - | 312 |
Disposals (cost) | - | (13,896) | (13,896) |
Disposals (accumulated depreciation) | - | 13,896 | 13,896 |
Amortization | (310) | (13,635) | (13,945) |
Foreign currency translation | 27 | 4,935 | 4,962 |
Total changes | 29 | 12,421 | 12,450 |
| Balance at December 31, 2023 | |||
Cost | 10,878 | 122,724 | 133,602 |
Accumulated amortization | (10,475) | (29,459) | (39,934) |
Other intangible assets, net | 403 | 93,265 | 93,668 |
(€ thousands) | Year ended December 31, | |
2024 | 2023 | |
Cost of sales | 5 | 11 |
Selling, general and administrative expenses | 169 | 181 |
Research and development expenses | 15,057 | 13,753 |
Total amortization | 15,231 | 13,945 |
(€ thousands) | December 31, | December 31, |
2024 | 2023 | |
Marketable securities for pension liability | 566 | 549 |
Guarantee deposits | 764 | 667 |
Total other non-current assets | 1,330 | 1,216 |
209
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
(€ thousands) | 2024 | 2023 |
Balance at January 1 | 4,751 | 5,578 |
Additions | 8,052 | 6,016 |
Usage | (5,905) | (5,894) |
Releases | (1,181) | (1,175) |
Foreign currency translation | (36) | 226 |
Balance at December 31 | 5,681 | 4,751 |
210
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
(€ thousands) | December 31, | December 31, |
2024 | 2023 | |
Payroll accruals | 22,352 | 19,716 |
Forward foreign currency exchange contracts | 9,825 | 443 |
Interest expenses | 8,165 | 1,370 |
Volume rebate and commissions | 5,623 | 5,758 |
Project costs | 3,298 | 3,589 |
Audit and consultancy fees | 2,540 | 1,940 |
Invoices to be received | 2,390 | 1,746 |
Temporaries | 1,022 | 991 |
Freight and packaging costs | 420 | 383 |
Other payables | 2,000 | 1,886 |
Total other payables | 57,635 | 37,822 |
(€ thousands) | December 31, | December 31, |
2024 | 2023 | |
Contract liabilities | 14,916 | 12,168 |
Advances from customers | 6,360 | 8,175 |
Payroll liabilities | 4,447 | 4,258 |
Other | 766 | 357 |
Total other liabilities | 26,489 | 24,958 |
Contract liabilities non-current portion | (3,555) | (699) |
Total other current liabilities | 22,934 | 24,259 |
(€ thousands) | December 31, | December 31, |
2024 | 2023 | |
| Long-term debt | ||
Convertible Notes | 181,724 | 298,455 |
Senior Notes | 343,929 | - |
| Research and development loan from Österreichische | ||
| Forschungsförderungsgesellschaft mbH, Wien, Austria | ||
(interest rate at 0.75% at December 31, 2024) | 2,042 | 2,042 |
Total | 527,695 | 300,497 |
Less: current portion | (2,042) | (3,144) |
Total long-term debt | 525,653 | 297,353 |
(€ thousands) | Long-term debt |
2025 | 2,042 |
2027 | 24,100 |
2029 | 175,000 |
2031 | 350,000 |
Total | 551,142 |
Less: current portion of long-term debt | (2,042) |
Non-current portion of long-term debt (principal value) | 549,100 |
211
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
212
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Reconciliation of liabilities arising from financing activities
The tables below detail the changes in the Company’s liabilities arising from financing
activities, including both cash and non-cash changes. Liabilities arising from financing
activities are those for which cash flows were, or future cash flows will be, classified in the
Company’s Consolidated Statement of Cash Flows as cash flows from financing activities.
(€ thousands) | January 1, | Financing | Additional | Amortization/ | Conversion of | Foreign | December 31, |
| 2024 | cash flows | lease liabilities | accretion | Convertible | currency | 2024 | |
| of interest | Notes | translation | |||||
Convertible Notes | 298,455 | - | - | 4,532 | (121,263) | - | 181,724 |
Senior Notes | - | 343,576 | - | 353 | - | - | 343,929 |
Government loans | 2,042 | - | - | - | - | - | 2,042 |
Lease liabilities | 18,663 | (4,314) | 1,406 | 401 | - | 82 | 16,238 |
Total | 319,160 | 339,262 | 1,406 | 5,286 | (121,263) | 82 | 543,933 |
(€ thousands) | January 1, | Financing | Additional | Amortization/ | Conversion of | Foreign | December 31, |
| 2023 | cash flows | lease liabilities | accretion | Convertible | currency | 2023 | |
| of interest | Notes | translation | |||||
Convertible Notes | 323,134 | - | - | 6,173 | (30,852) | - | 298,455 |
Government loans | 2,042 | - | - | - | - | - | 2,042 |
Lease liabilities | 17,709 | (4,307) | 4,587 | 423 | - | 251 | 18,663 |
Total | 342,885 | (4,307) | 4,587 | 6,596 | (30,852) | 251 | 319,160 |
213
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
(€ thousands) | Land and | Office | Total |
| buildings | furniture and | ||
| equipment | |||
Balance at January 1, 2024 | 17,542 | 700 | 18,242 |
Additions | 1,119 | 287 | 1,406 |
Depreciation | (3,592) | (398) | (3,990) |
Foreign currency translation | 61 | 7 | 68 |
Balance at December 31, 2024 | 15,130 | 596 | 15,726 |
(€ thousands) | Land and | Office | Total |
| buildings | furniture and | ||
| equipment | |||
Balance at January 1, 2023 | 16,660 | 820 | 17,480 |
Additions | 4,313 | 274 | 4,587 |
Depreciation | (3,712) | (368) | (4,080) |
Foreign currency translation | 281 | (26) | 255 |
Balance at December 31, 2023 | 17,542 | 700 | 18,242 |
(€ thousands) | Year ended December 31, | |
2024 | 2023 | |
Depreciation expense of right of use assets | 3,990 | 4,080 |
Interest expenses on lease liabilities | 401 | 423 |
Expenses related to short-term leases | 145 | 154 |
Expenses related to leases of low-value assets | 72 | 119 |
Total | 4,608 | 4,776 |
(€ thousands) | December 31, | December 31, |
2024 | 2023 | |
Current | 3,888 | 3,739 |
Non-current | 12,350 | 14,924 |
Total lease liabilities | 16,238 | 18,663 |
(€ thousands) | Lease liabilities |
2025 | 4,210 |
2026–2029 | 7,540 |
2030 and thereafter | 5,858 |
Total payments due on lease liabilities | 17,608 |
Discount | (1,370) |
Lease liabilities | 16,238 |
214
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Extension options
Below schedule provides an overview of the contractually agreed extension options and
the Company’s assessment and accounting treatment:
(€ thousands) | Within | More than | Total |
| 5 years | 5 years | ||
Extension option reasonably certain to be exercised - included in lease | |||
liabilities | 1,340 | - | 1,340 |
| Extension option not reasonably | |||
| certain to be exercised - excluded | |||
from lease liabilities | 2,099 | 900 | 2,999 |
Total (undiscounted) | 3,439 | 900 | 4,339 |
20. Provisions
Provisions consist of the following:
(€ thousands) | December 31, | December 31, |
2024 | 2023 | |
Pension liabilities Switzerland | 6,654 | 4,837 |
Pension liabilities Austria | 493 | 490 |
Severance obligations Austria | 4,172 | 3,896 |
Severance obligations Korea | 2,039 | 2,049 |
Other provisions | 997 | 700 |
Provisions | 14,355 | 11,972 |
Reference is made to Note 25 for more details.
215
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
(€ thousands) | Accumulated | Legal reserve | Legal reserve | Legal reserve | Legal reserve | Total |
| other | currency | capitalized | cash flow | subsidiaries | other | |
| comprehensive | translation | R&D expenses | hedging | reserves | ||
| income (loss) | adjustment | |||||
Balance at January 1, 2024 | (8,283) | 56,869 | 93,266 | 4,143 | 3,684 | 149,679 |
Total comprehensive income (loss) for the period | (1,403) | 4,250 | - | (6,743) | - | (3,896) |
Transfer from retained earnings | - | - | 3,174 | - | 65 | 3,239 |
Balance at December 31, 2024 | (9,686) | 61,119 | 96,440 | (2,600) | 3,749 | 149,022 |
Balance at January 1, 2023 | (7,092) | 54,238 | 80,844 | 4,474 | 4,521 | 136,985 |
Total comprehensive income (loss) for the period | (1,191) | 2,631 | - | (331) | - | 1,109 |
Transfer from retained earnings | - | - | 12,422 | - | (837) | 11,585 |
Balance at December 31, 2023 | (8,283) | 56,869 | 93,266 | 4,143 | 3,684 | 149,679 |
(€ thousands) | December 31, | December 31, |
2024 | 2023 | |
Actuarial gains (losses) | (11,391) | (9,924) |
Deferred taxes | 942 | 878 |
Other | 763 | 763 |
Accumulated other comprehensive income (loss) | (9,686) | (8,283) |
(€ thousands) | December 31, | December 31, |
2024 | 2023 | |
€ |
216
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
(€ thousands) | Year ended December 31, | |
2024 | 2023 | |
China | 204,275 | 205,303 |
United States | 110,333 | 50,970 |
Taiwan | 67,115 | 37,443 |
Malaysia | 48,728 | 48,658 |
Ireland | 29,159 | 43,492 |
Korea | 24,852 | 42,189 |
| Other Asia Pacific¹ | 62,122 | 89,277 |
Other Europe¹ | 32,974 | 47,862 |
Rest of the World¹ | 27,915 | 13,668 |
Total revenue | 607,473 | 578,862 |
(€ thousands) | Year ended December 31, | |
2024 | 2023 | |
Die Attach | 490,542 | 444,601 |
Packaging | 99,981 | 100,417 |
Plating | 16,950 | 33,844 |
Total revenue | 607,473 | 578,862 |
(€ thousands) | December 31, | December 31, |
2024 | 2023 | |
Receivables, which are included in trade receivables and other receivables | 183,798 | 143,711 |
Contract liabilities | 14,916 | 12,168 |
Volume rebates | 5,623 | 5,396 |
(€ thousands) | 2024 | 2023 |
Balance at January 1 | 12,168 | 14,825 |
| Revenue recognized that was included in the contract | ||
| liability balance at the beginning of the period | (10,944) | (13,465) |
| Increases due to cash received, excluding amounts | ||
| recognized as revenue during the period | 13,733 | 10,327 |
Foreign currency translation | (41) | 481 |
Balance at December 31 | 14,916 | 12,168 |
(€ thousands) | December 31, | December 31, |
2024 | 2023 | |
Within 12 months | 43,395 | 22,853 |
From 12-36 months | 2,623 | 648 |
Total | 46,018 | 23,501 |
217
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
(€ thousands) | The Netherlands | Switzerland | Austria | Singapore | Malaysia | Other | Total |
| Year ended December 31, 2024 | |||||||
Total revenue | 95,913 | 413,377 | 9,420 | 610,611 | 130,644 | 65,694 | 1,325,659 |
Intercompany revenue | (95,154) | (413,377) | (9,420) | (4,885) | (130,626) | (64,724) | (718,186) |
External revenue | 759 | - | - | 605,726 | 18 | 970 | 607,473 |
Non-financial assets | 12,165 | 143,421 | 19,234 | 10,970 | 8,791 | 8,605 | 203,186 |
Capital expenditures | 378 | 119 | 5,166 | 2,330 | 1,277 | 2,769 | 12,039 |
| Year ended December 31, 2023 | |||||||
Total revenue | 107,016 | 373,145 | 13,430 | 577,751 | 118,962 | 59,142 | 1,249,446 |
Intercompany revenue | (106,216) | (373,073) | (12,347) | (1,534) | (118,838) | (58,576) | (670,584) |
External revenue | 800 | 72 | 1,083 | 576,217 | 124 | 566 | 578,862 |
Non-financial assets | 17,723 | 138,946 | 15,816 | 10,051 | 8,350 | 6,942 | 194,828 |
Capital expenditures | 205 | 152 | 1,875 | 3,284 | 840 | 543 | 6,899 |
218
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
| December 31, | December 31, | |
| 2024 | 2023 | |
Discount rate | 0.95% | 1.50% |
Future salary increases | 1.75% | 2.50% |
Future pension increases | 0.10% | 0.10% |
(€ thousands) | 2024 | 2023 |
Liability for defined benefit obligations at January 1 | 50,204 | 43,105 |
Current service cost | 1,066 | 987 |
Interest expense | 717 | 955 |
| Actuarial loss (gain) arising from changes in economic | ||
assumptions | 4,510 | 3,408 |
Actuarial loss arising from experience | 671 | 104 |
Plan participants’ contribution | 557 | 508 |
Plan amendments | 1,442 | (1,442) |
Benefits paid through pension assets | (788) | (345) |
Foreign currency translation | (664) | 2,924 |
Liability for defined benefit obligations at December 31 | 57,715 | 50,204 |
(€ thousands) | Year ended December 31, | |
2024 | 2023 | |
Current service costs | 1,066 | 987 |
Interest expense on benefit obligation | 717 | 955 |
Interest income on plan assets | (659) | (860) |
Plan amendments | 1,442 | (1,442) |
Administration expenses | 39 | 35 |
Defined benefit cost (benefit) recognized in net income | 2,605 | (325) |
Remeasurement from changes in financial assumptions and experience | 5,181 | 3,512 |
Return on plan assets (excluding amounts in net interest) | (3,321) | (2,693) |
Defined benefit cost (benefit) recognized in comprehensive income | 4,465 | 494 |
219
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
(€ thousands) | 2024 | 2023 |
Fair value of plan assets at January 1 | 45,367 | 37,936 |
Interest income | 659 | 860 |
| Return on plan assets (excluding amounts included in net | ||
interest) | 3,321 | 2,693 |
Plan participants’ contribution | 557 | 508 |
Company contributions | 2,640 | 1,105 |
Benefits paid through pension assets | (788) | (345) |
Administration expenses | (39) | (35) |
Foreign currency translation | (656) | 2,645 |
Fair value of plan assets at December 31 | 51,061 | 45,367 |
December 31, | December 31, | |
2024 | 2023 | |
Qualified insurance policies | 26% | 29% |
Bonds | 21% | 20% |
Real estate | 20% | 20% |
Equities | 25% | 23% |
Other/cash | 8% | 8% |
Total | 100% | 100% |
(€ thousands) | December 31, | December 31, |
2024 | 2023 | |
Defined benefit obligations | 57,715 | 50,204 |
Fair value of plan assets | (51,061) | (45,367) |
Net liability | 6,654 | 4,837 |
(€ thousands) | Defined benefit obligations | |
0.5% increase | 0.5% decrease | |
Discount rate | (3,803) | 4,331 |
Salary increase | 338 | (322) |
220
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
| December 31, | December 31, | |
| 2024 | 2023 | |
Discount rate | 3.45% | 3.40% |
Future salary increases (severance payments) | 2.70% | 3.10% |
(€ thousands) | Pension | Severance | 2024 |
| liabilities | obligations | Total | |
Liability for defined benefit and severance obligations at January 1 | 490 | 3,896 | 4,386 |
Current service cost | 7 | 155 | 162 |
Interest expense | 17 | 124 | 141 |
Actuarial loss (gain) recognized | (13) | 140 | 127 |
Benefits paid | (8) | (143) | (151) |
| Liability for defined benefit | |||
| and severance obligations | |||
at December 31 | 493 | 4,172 | 4,665 |
(€ thousands) | Pension | Severance | 2023 |
| liabilities | obligations | Total | |
Liability for defined benefit and severance obligations at January 1 | 454 | 3,617 | 4,071 |
Current service cost | 6 | 149 | 155 |
Interest expense | 18 | 132 | 150 |
Actuarial gain recognized | 20 | (2) | 18 |
Benefits paid | (8) | - | (8) |
| Liability for defined benefit | |||
| and severance obligations | |||
at December 31 | 490 | 3,896 | 4,386 |
221
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
(€ thousands) | Year ended December 31, | |
2024 | 2023 | |
Current service cost | 162 | 155 |
Interest expense on benefit obligation | 141 | 150 |
Defined benefit cost recognized in net income | 303 | 305 |
Remeasurement loss (gain) recognized | 127 | 18 |
Defined benefit cost (benefit) recognized in comprehensive income | 430 | 323 |
(€ thousands) | 2024 | 2023 |
Fair value of plan assets at January 1 | 549 | 522 |
Return on assets | 17 | 27 |
Fair value of assets at December 31 | 566 | 549 |
(€ thousands) | Defined benefit and severance obligations | |
0.5% increase | 0.5% decrease | |
Discount rate | (262) | 285 |
Salary increase | 253 | (235) |
| December 31, | December 31, | |
| 2024 | 2023 | |
Discount rate | 3.30% | 4.10% |
Future salary increases | 3.00% | 3.00% |
222
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
(€ thousands) | 2024 | 2023 |
Liability for severance obligations at January 1 | 2,218 | 2,050 |
Current service cost | 165 | 162 |
Interest expense | 81 | 98 |
Actuarial loss (gain) recognized | 124 | 73 |
Benefits paid | (241) | (33) |
Foreign currency translation | (147) | (132) |
Liability severance obligations at December 31 | 2,200 | 2,218 |
(€ thousands) | Year ended December 31, | |
2024 | 2023 | |
Current service cost | 165 | 162 |
Interest expense on severance obligation | 81 | 98 |
Administration expenses | 1 | 1 |
Interest income on plan assets | (6) | (9) |
Defined benefit cost recognized in net income | 241 | 252 |
Remeasurement loss (gain) recognized | 124 | 73 |
Return on plan assets (excluding amounts in net interest) | 2 | 6 |
Defined benefit cost recognized in comprehensive income | 367 | 331 |
(€ thousands) | 2024 | 2023 |
Fair value of plan assets at January 1 | 169 | 177 |
Interest income | 6 | 9 |
| Return on plan assets (excluding amounts included | ||
in net interest) | (2) | (6) |
Administration expenses | (1) | (1) |
Foreign currency translation | (11) | (10) |
Fair value of plan assets at December 31 | 161 | 169 |
(€ thousands) | December 31, | December 31, |
2024 | 2023 | |
Severance obligations | 2,200 | 2,218 |
Fair value of plan assets | (161) | (169) |
Net liability | 2,039 | 2,049 |
(€ thousands) | Severance obligations | |
0.5% increase | 0.5% decrease | |
Discount rate | (41) | 43 |
Salary increase | 43 | (41) |
223
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Pension plan - other countries
The Company’s US, Malaysian, Chinese and Singapore subsidiaries have defined
contribution plans that supplement the governmental benefits provided under local
legislation.
| TSR comparator group (excluding Besi) | |
Aixtron SE | Kulicke & Soffa Industries, Inc. |
Applied Materials, Inc. | Lam Research Corporation |
ASM International N.V. | MKS Instruments, Inc. |
ASML Holding NV | Nova Ltd. |
ASM Pacific Technology Ltd. | Onto Innovation, Inc. |
Axcelis Technologies, Inc. | SÜSS MicroTec SE |
Cohu, Inc. | Tokyo Electron Ltd. |
DISCO Corporation | Tokyo Seimitsu Co., Ltd. |
Entegris, Inc. | Veeco Instruments, Inc. |
| FormFactor, Inc. |
Besi TSR ranking relative to comparator group | Vesting percentage | |
Top 3 | 75% | |
Rank 4 | – Rank 6 | 50% (at target) |
Rank 7 | – Rank 12 | 25% |
Rank 13 – Rank 20 | 0% |
224
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
2024 | 2023 | |
Outstanding at January 1 | 288,050 | 312,587 |
Performance shares granted (at target level) | 58,982 | 112,007 |
Shares discretionary granted to the Board of Management | 70,000 | 88,020 |
Shares discretionary granted to key employees | 41,650 | 57,800 |
Performance adjustments | 66,519 | 39,724 |
| Performance shares settled in equity instruments (re-issued | ||
from treasury shares) | (289,717) | (322,088) |
Performance shares forfeited | (17,906) | - |
Outstanding at December 31 | 217,578 | 288,050 |
Performance shares | Year of grant | Three-year | Number of |
| performance | performance | ||
| period | shares | ||
2022 | 2022-2024 | 66,246 | |
2023 | 2023-2025 | 97,249 | |
2024 | 2024-2026 | 54,083 | |
Total | 217,578 |
2024 | 2023 | |
Market price of the Company’s ordinary shares (in euro) | 136.00 | 81.88 |
Expected volatility | 47.1% | 45.7% |
Expected dividend yield | 1.57% | 3.42% |
Vesting period (in years) | 3 | 3 |
Risk-free interest rate | 2.776% | 2.490% |
(€ thousands) | Year ended December 31, | |
2024 | 2023 | |
| Performance shares granted and delivered | ||
to the Board of Management | 10,420 | 5,529 |
Performance shares granted and delivered to key employees | 5,906 | 4,258 |
Annual equity bonus Board of Management | 2,450 | - |
Annual equity bonus key employees | 3,865 | - |
Conditional performance shares Board of Management | 1,763 | 1,548 |
Conditional performance shares key employees | 5,663 | 7,772 |
Total expense recognized as personnel expenses | 30,067 | 19,107 |
225
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
BE Semiconductor Industries N.V. and all its subsidiaries are consolidated and all
transactions between these entities have been eliminated in these financial statements.
There are no non-consolidated companies considered as related parties.
(€) | Year ended December 31, | |
2024 | 2023 | |
| Salaries and other short-term employee benefits¹ | 2,023,133 | 1,882,529 |
Equity compensation benefits: Incentive Plan LTI | 1,762,781 | 1,547,777 |
Equity compensation benefits: Incentive Plan - share-based STI | 2,450,000 | - |
Equity compensation benefits: Discretionary grant | 10,419,500 | 5,529,416 |
Total | 16,655,414 | 8,959,722 |
Ordinary number of shares | December 31, | December 31, | |
2024 | 2023 | ||
Board of Management | 1,347,718 | 1,342,098 | |
Performance shares | Year | Three-year | Number of |
| of grant | performance | performance | |
| period | shares | ||
Board of Management | 2022 | 2022-2024 | 13,927 |
2023 | 2023-2025 | 20,604 | |
2024 | 2024-2026 | 12,350 | |
Total | 46,881 |
(€ thousands) | Year ended December 31, | |
2024 | 2023 | |
Wages and salaries | 117,120 | 106,827 |
Social security expenses | 14,028 | 13,487 |
Pension and retirement expenses defined contribution | 6,643 | 6,131 |
Pension and retirement expenses defined benefit | 2,797 | 1,389 |
Pension plan amendments | 1,442 | (1,442) |
Share-based compensation plans | 30,067 | 19,107 |
Total personnel expenses | 172,097 | 145,499 |
226
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
The average number of fulltime equivalent employees during 2024 and 2023 was 1,782 and
1,700, respectively. For pension and retirement expenses, reference is made to Note 25.
The total number of fulltime equivalent employees per department is:
December 31, | December 31, | |
2024 | 2023 | |
Sales and Marketing | 462 | 454 |
Manufacturing and Assembly | 709 | 676 |
Research and Development | 473 | 444 |
General and Administrative | 168 | 162 |
Total number of personnel | 1,812 | 1,736 |
As of December 31, 2024 and 2023, a total of 159 and 157 fulltime equivalent employees,
respectively, were employed in the Netherlands.
(€ thousands) | December 31, | December 31, |
2024 | 2023 | |
Deferred tax assets | 31,567 | 12,217 |
Deferred tax liabilities | (10,320) | (12,959) |
Total deferred tax assets (liabilities), net | 21,247 | (742) |
(€ thousands) | December 31, | December 31, |
2024 | 2023 | |
| Deferred tax assets (liabilities) | ||
Swiss tax credits | 28,067 | 10,443 |
Lease liabilities | 2,432 | 2,773 |
Provision for pensions | 2,239 | 1,936 |
Operating losses carry forward | 1,608 | 1,543 |
Inventories | 959 | 1,378 |
Interest | 17 | - |
Right of use assets | (2,354) | (2,704) |
Convertible Notes | (4,005) | (6,827) |
Intangible assets | (9,295) | (9,176) |
Other items | 1,579 | (108) |
Total deferred tax assets (liabilities), net | 21,247 | (742) |
(€ thousands) | Year ended December 31, | |
2024 | 2023 | |
Interest income | 17,313 | 12,260 |
Net foreign currency gains | - | 774 |
Subtotal financial income | 17,313 | 13,034 |
Interest expense | (16,667) | (11,664) |
Net cost of hedging | (6,858) | (7,073) |
Net foreign currency losses | (859) | - |
Subtotal financial expense | (24,384) | (18,737) |
Financial income (expense), net | (7,071) | (5,703) |
227
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
(€ thousands) | January 1, | Profit and loss | Other | Equity | Foreign | December 31, |
| 2024 | 2024 | comprehensive | currency | 2024 | ||
| income | translation | |||||
| Deferred tax assets (liabilities), net | ||||||
Swiss tax credits | 10,443 | 17,582 | - | - | 42 | 28,067 |
Lease liabilities | 2,773 | (371) | - | - | 30 | 2,432 |
Provision for pensions | 1,936 | 84 | 254 | - | (35) | 2,239 |
Operating losses carry forward | 1,543 | 6 | - | - | 59 | 1,608 |
Inventories | 1,378 | (441) | - | - | 22 | 959 |
Interest | - | 17 | - | - | - | 17 |
Right of use assets | (2,704) | 377 | - | - | (27) | (2,354) |
Convertible Notes | (6,827) | 800 | - | 2,022 | - | (4,005) |
Intangible assets | (9,176) | (62) | - | - | (57) | (9,295) |
Other items | (108) | 586 | 1,071 | - | 30 | 1,579 |
Total | (742) | 18,578 | 1,325 | 2,022 | 64 | 21,247 |
(€ thousands) | January 1, | Profit and loss | Other | Equity | Foreign | December 31, |
| 2023 | 2023 | comprehensive | currency | 2023 | ||
| income | translation | |||||
| Deferred tax assets (liabilities), net | ||||||
Swiss tax credits | 17,429 | (7,732) | - | - | 746 | 10,443 |
Lease liabilities | 3,008 | (236) | - | - | 1 | 2,773 |
Provision for pensions | 1,885 | (66) | 100 | - | 17 | 1,936 |
Operating losses carry forward | 1,660 | (113) | - | - | (4) | 1,543 |
Inventories | 1,677 | (293) | - | - | (6) | 1,378 |
Interest | 593 | (623) | - | 30 | - | - |
Right of use assets | (2,962) | 261 | - | - | (3) | (2,704) |
Convertible Notes | (8,417) | 1,371 | - | 219 | - | (6,827) |
Intangible assets | (9,182) | 14 | - | - | (8) | (9,176) |
Other items | 569 | (600) | - | - | (77) | (108) |
Total | 6,260 | (8,017) | 100 | 249 | 666 | (742) |
228
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
| (€ millions) | 2024 | 2023 | ||
| Recognized | Unrecognized | Recognized | Unrecognized | |
USA | 0.8 | - | 1.3 | - |
Austria | 0.8 | - | 0.2 | - |
Vietnam | - | 0.2 | - | - |
Total tax losses carried forward | 1.6 | 0.2 | 1.5 | - |
Switzerland tax free reserves | 28.0 | - | 10.4 | 8.7 |
Withholding taxes | - | 0.2 | - | 0.5 |
Total | 29.6 | 0.4 | 11.9 | 9.2 |
229
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
The Dutch domestic statutory tax rate is 25.8% for the year ended December 31, 2024 and
2023. The reconciliation between the actual income tax shown in the Consolidated
Statement of Operations and the expense (benefit) that would be expected based on the
application of the domestic tax rate to income before income tax is as follows:
(€ thousands) | Year ended December 31, 2024 | Year ended December 31, 2023 | ||
| in % of income | in % of income | |||
| before taxes | before taxes | |||
| Expected income tax expense | ||||
based on domestic rate | 48,638 | 25.8% | 53,584 | 25.8% |
Foreign tax rate differential | (22,577) | (12.0%) | (23,563) | (11.3%) |
Recognition of Swiss tax credit | (15,512) | (8.2%) | - | - |
Non-deductible expenses | 4,870 | 2.6% | 3,363 | 1.6% |
Tax incentive | (3,457) | (1.8%) | (4,176) | (2.0%) |
Tax exempt income | (1,395) | (0.7%) | (1,337) | (0.6%) |
Valuation allowance adjustments | (907) | (0.5%) | 2,279 | 1.1% |
Adjustments prior years | (2,647) | (1.4%) | (114) | (0.1%) |
Other | (485) | (0.3%) | 569 | 0.2% |
Income tax expense reported | 6,528 | 3.5% | 30,605 | 14.7% |
The difference between the effective tax rate and the statutory rate in the Netherlands is
mainly due to different statutory tax rates in the countries in which the Company operates
outside the Netherlands, primarily in Switzerland. The recognition of Swiss tax credit of
€ 15.5 million in 2024 relates to the net tax effect of the restructuring in Switzerland. The
tax incentives mainly relates to the application of the innovation box regime in the
Netherlands and preferential tax rate in Singapore. The adjustments prior years relate
primarily to deduction of foreign currency results in the Netherlands in previous years.
(€ thousands) | Year ended December 31, | |
2024 | 2023 | |
Current | 25,106 | 22,588 |
Deferred | (18,578) | 8,017 |
Total | 6,528 | 30,605 |
There are no income tax consequences attached to the proposed payment of dividends by
the Company to its shareholders.
The Company is currently not in scope of Pillar Two legislation.
Tax risk
Given the international business structure of the Company and the increasing number and
amounts of intercompany transactions certain tax risks hereto may exist. Profits are
allocated to countries where factual economic activities are executed in accordance with
national and international rules and standards and intragroup transactions have a business
rationale. Besi has controls and procedures in place, including oversight, to manage its tax
risks. These risk management and governance arrangements are embedded in an Internal
Besi Framework. Besi has appropriate tax knowledge in-house to deal with its tax affairs,
supplementing this with external advice where appropriate. Besi monitors new and
developing tax legislation, ensures appropriate training is provided to its staff, and adapts
procedures and processes to comply with changes.
In 2024, the Austrian Tax Authorities finalized the tax audit over the period 2019 to 2021
and issued final assessments. Together with the final tax assessments for the period 2015
to 2018, this has led to a total additional € 4.5 million tax payable. The assessments are
related to an adjustment with respect to the transfer pricing policy implemented. The
Company is of the view that the transfer pricing policy historically applied is in line with
the arm’s length principle as set forth by the OECD Transfer Pricing Guidelines for
Multinational Enterprises and Tax Administrations and Austrian transfer pricing regulation.
The assessments issued by the Austrian Tax Authorities would trigger double taxation for
the Company. As such, in order to defend the Company’s tax filing position in Austria and,
if applicable, to avoid any remaining double taxation, a Mutual Agreement Procedure
(“MAP”) request has been filed for the period 2015 to 2018 and will be filed for the period
2019 to 2021 with the relevant Competent Authorities. This process can extend to several
years until it comes to conclusion.
As the Company has applied the same transfer pricing policy for the subsequent years, it
is likely that the Austrian Tax Authorities will challenge the applied transfer pricing
practice also for the subsequent years based on the assessment issued for the 2015 to
2018 and 2019 to 2021 tax audit period. The total potential additional tax expenses related
to the period 2015 to 2024 amounts to approximately € 4.9 million being the single best
estimate of the uncertainty and includes an offsetting corresponding adjustment on the
Swiss taxable income.
Based on the relevant facts and circumstances, the Company has determined that it is
probable that the MAP will confirm the Company’s transfer pricing policy and as such
determined the taxable profit consistently with the tax treatment used in its income tax
filings, not reflecting these additional tax expenses associated with the uncertainty.
230
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
30. Earnings per share
The following table reconciles ordinary shares outstanding at the beginning of the year to
average shares outstanding used to compute income per share.
2024 | 2023 | ||
Shares outstanding at beginning of the year | 77,015,794 | 78,487,926 | |
| Shares re-issued from treasury shares for the vesting of performance | |||
stock awards (LTI) | 178,067 | 176,268 | |
| Shares re-issued from treasury shares for the vesting of shares | |||
discretionary granted | 111,650 | 145,820 | |
Shares re-issued from treasury shares for partial conversion of the 2016, | 2017 and 2020 Convertible Notes | 2,641,977 | 762,445 |
Shares bought under the share repurchase program | (635,348) | (2,556,665) | |
Shares outstanding at end of the year | 79,312,140 | 77,015,794 | |
Average shares outstanding - basic | 78,877,471 | 77,508,722 | |
Dilutive effect of outstanding performance shares | 288,107 | 370,874 | |
Dilutive effect of all outstanding Convertible Notes | 2,724,329 | 4,920,683 | |
Average shares outstanding - diluted | 81,889,907 | 82,800,279 |
Net income in 2024 used in calculating dilutive earnings per share amounts to
€ 188.1 million (2023: € 185.0 million) and is adjusted for the after tax effects of interest
charges related to the 2016, 2017, 2020 and 2022 Convertible Notes amounting to
€ 6.1 million in 2024 (2023: € 7.9 million).
(€ thousands) | December 31, 2024 | |||
Note | Carrying | Level | Fair value | |
| amount | ||||
| Financial assets | ||||
Forward foreign currency exchange contracts | 7 | 581 | 2 | 581 |
Marketable securities for pension liability | 12 | 566 | 1, 2 | 566 |
Total | 1,147 | 1,147 | ||
| Financial liabilities | ||||
Forward foreign currency exchange contracts | 16 | 9,825 | 2 | 9,825 |
| Long-term debt¹ | 18 | 527,695 | 1 | 597,563 |
Total | 537,520 | 607,388 |
231
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
(€ thousands) | December 31, 2023 | |||
Note | Carrying | Level | Fair value | |
| amount | ||||
| Financial assets | ||||
Forward foreign currency exchange contracts | 7 | 9,467 | 2 | 9,467 |
Marketable securities for pension liability | 12 | 549 | 1, 2 | 549 |
Total | 10,016 | 10,016 | ||
| Financial liabilities | ||||
Forward foreign currency exchange contracts | 16 | 443 | 2 | 443 |
| Long-term debt¹ | 18 | 300,497 | 1 | 661,308 |
Total | 300,940 | 661,751 | ||
232
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
(€ thousands) | 2024 | 2023 |
Balance at January 1 | 4,675 | 4,830 |
Amount recognized in equity | (7,153) | (9,416) |
Amount recycled in Consolidated Statement of Operations | (338) | 9,417 |
Amount reclassified to Consolidated Statement of Operations due to ineffectiveness | (22) | (156) |
Balance at December 31 | (2,838) | 4,675 |
(€ thousands) | Nominal | Average | Maturity | Fair value, |
| value | rate | net | ||
| December 31, 2024 | ||||
To sell US dollars for Swiss francs | 166,755 | 1.156 | < 4 months | (6,895) |
To sell US dollars for euros | 48,666 | 1.093 | < 4 months | (2,368) |
To sell euros for Swiss francs | 44,143 | 1.074 | < 2 months | (376) |
To sell Malaysian ringgits for US dollars | 23,604 | 4.446 | < 1 month | 116 |
To buy Malaysian ringgits for US dollars | 17,480 | 4.455 | < 2 months | (54) |
To sell Chinese renminbi for Swiss francs | 16,606 | 8.233 | < 1 month | 321 |
Other FX pair contracts | 51,452 | < 1 month | 12 | |
Total | 368,706 | (9,244) | ||
| December 31, 2023 | ||||
To sell US dollars for Swiss francs | 135,261 | 1.139 | < 4 months | 7,187 |
To sell US dollars for euros | 47,409 | 1.075 | < 4 months | 1,167 |
To buy Malaysian ringgits for Swiss franc | 16,316 | 5.436 | < 1 month | (146) |
To buy Malaysian ringgits for euros | 14,128 | 5.114 | < 2 months | 32 |
To sell Malaysian ringgits for euros | 28,163 | 5.080 | < 1 month | (4) |
To sell euros for Swiss francs | 35,924 | 0.948 | < 2 months | 925 |
Other FX pair contracts | 16,497 | < 1 month | (137) | |
Total | 293,698 | 9,024 |
(€ thousands) | 2024 | 2023 | ||
Positive | Negative | Positive | Negative | |
| Forward foreign currency exchange contracts | ||||
Fair value | 581 | 9,825 | 9,467 | 443 |
233
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
(€ thousands) | December 31, | December 31, |
2024 | 2023 | |
Proceeds | 359,462 | 302,722 |
Payments | (368,706) | (293,698) |
Net | (9,244) | 9,024 |
(€ thousands) | Effect on | 2024 | Effect on | 2023 | |
| profit | Effect | profit | Effect | ||
| before tax | on equity | before tax | on equity | ||
| Increase/decrease in US dollar rate | |||||
compared to euro | +10% | - | (2,400) | - | (2,500) |
-10% | - | 2,400 | - | 2,500 | |
| Increase/decrease in US dollar rate | |||||
compared to Swiss franc | +10% | - | (7,300) | - | (8,000) |
-10% | - | 7,300 | - | 8,000 |
234
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
| (€ | Total | Impaired | Current | Past due | ||||
| thou- | ||||||||
| sands) | 30–60 | 60–90 | 90–120 | > 120 | ||||
| < 30 days | days | days | days | days | ||||
2024 | 209,603 | (273) | 172,418 | 18,708 | 8,443 | 5,491 | 1,557 | 3,259 |
2023 | 172,117 | (472) | 139,536 | 13,018 | 11,174 | 3,765 | 1,675 | 3,421 |
235
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
(€ thousands) | On | Less than | 3 to 12 | 1 to 5 | > 5 years | Total |
| demand | 3 months | months | years | |||
| December 31, 2024 | ||||||
Convertible Notes (assuming no conversion) | - | - | - | 199,100 | - | 199,100 |
Other long-term debt | - | - | 2,042 | - | 350,000 | 352,042 |
Lease liabilities (Note 19) | - | 1,093 | 3,117 | 7,540 | 5,858 | 17,608 |
Interest payable Notes | - | 7,965 | 11,247 | 74,846 | 31,500 | 125,558 |
Trade payable | 26,417 | 26,213 | - | - | - | 52,630 |
Other payables | 108 | 13,996 | 25,654 | - | - | 39,758 |
Total | 26,525 | 49,267 | 42,060 | 281,486 | 387,358 | 786,696 |
(€ thousands) | On | Less than | 3 to 12 | 1 to 5 | > 5 years | Total |
| demand | 3 months | months | years | |||
| December 31, 2023 | ||||||
Convertible Notes (assuming no conversion) | - | - | 3,200 | 150,000 | 175,000 | 328,200 |
Other long-term debt | - | - | - | 2,042 | - | 2,042 |
Lease liabilities (Note 19) | - | 1,044 | 3,075 | 9,669 | 6,610 | 20,398 |
Interest payable Notes | - | 563 | 3,860 | 16,500 | 1,641 | 22,564 |
Trade payable | 13,149 | 33,740 | - | - | - | 46,889 |
Other payables | 140 | 10,534 | 25,335 | - | - | 36,009 |
Total | 13,289 | 45,881 | 35,470 | 178,211 | 183,251 | 456,102 |
236
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Capital management
The primary objective of the Company’s capital management is to ensure healthy capital
ratios, with focus on liquidity and financial stability throughout the industry cycles, in
order to support its business and maximize shareholder value.
The Company manages its capital structure and makes adjustments to it, in light of
changes in economic conditions. To maintain or adjust the capital structure, the Company
may make a dividend payment to shareholders, return capital to shareholders or issue new
shares. No changes were made in the objectives, policies or processes during the years
ended December 31, 2024 and December 31, 2023. The Company only regards equity as
capital. This capital is managed using solvency ratio (excluding intangible assets) and
return on investment.
(€ thousands, except for percentages) | 2024 | 2023 |
Equity | 501,264 | 421,413 |
Solvency ratio¹ | 40.6% | 47.0% |
Solvency ratio (excluding intangible fixed assets)² | 32.8% | 37.3% |
Return on average equity³ | 39.4% | 33.7% |
¹ Solvency ratio is defined as total equity (€ 501.3) divided by total assets (€ 1,234.5).
² Solvency ratio (excluding intangible assets) is defined as total equity (€ 501.3) divided by total assets (€ 1,234.5), both
under subtraction of intangible assets (€ 142.7).
³ Return on average equity is defined as net income (€ 182.0) divided by the average of the total equity at January 1, 2024
(€ 421.4) and total equity at December 31, 2024 (€ 501.3).
The total number of ordinary shares that will be awarded under the Framework Incentive
Plan may not exceed 1.5% of the total number of outstanding shares at
December 31 of the year prior to the year in which the award is made.
32. Events after the balance sheet date
There are no events to report.
237
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Parent Company Balance Sheet
(Before appropriation of the result)
(€ thousands) Note December 31, December 31,
2024 2023
Assets
Intangible fixed assets 3 10 100
Tangible fixed assets 4 43 19
Investments in subsidiaries 5 380,363 355,828
Loans due from subsidiaries 5 15,854 11,913
Financial fixed assets 396,217 367,741
Total fixed assets 396,270 367,860
Amounts due from subsidiaries 10 46,876 31,158
Other receivables 9,605 4,773
Receivables 56,481 35,931
Deposits 6 330,000 225,000
Cash and cash equivalents 6 315,296 149,736
Total current assets 701,777 410,667
Total assets 1,098,047 778,527
Shareholders’ equity, provisions and liabilities
Share capital 7 811 811
Share premium 7 181,433 108,144
Retained earnings 7 (11,994) (14,305)
Legal reserves 7 158,708 157,962
Other comprehensive income (loss) 7 (9,686) (8,283)
Undistributed result 7 181,992 177,084
Shareholders’ equity 501,264 421,413
Deferred tax liabilities 14 3,404 5,702
Provisions 3,404 5,702
Long-term debt 9 525,653 295,311
Non-current liabilities 525,653 295,311
Bank overdraft 776 -
Current portion of long-term debt - 3,144
Trade payables 4,962 4,746
Income tax payable - 1,157
Amounts due to subsidiaries 10 51,299 43,925
Other payables 10,689 3,129
Current liabilities 67,726 56,101
Total shareholders’ equity, provisions and liabilities 1,098,047 778,527
238
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Parent Company Statement of Income and Expense
(€ thousands) Note Year ended December 31,
2024 2023
General and administrative expenses 16,685 9,809
Total operating expenses 16,685 9,809
Operating income (loss) (16,685) (9,809)
Financial income 12 19,533 13,237
Financial expense 12 (17,436) (12,138)
Financial income (expense), net 2,097 1,099
Loss before income tax and income from subsidiaries (14,588) (8,710)
Income tax expense (benefit) 14 (1,925) 1,115
Income from subsidiaries, after taxes 5 194,655 186,909
Net income 181,992 177,084
239
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Notes to the Parent Company Financial Statements
1. General
BE Semiconductor Industries N.V. acts as a holding company. The description of the
activities and the structure of the Company, as included in the Notes to the Consolidated
Financial Statements also apply to the Parent Company Financial Statements.
BE Semiconductor Industries N.V.‘s principal executive office is located at Ratio 6, 6921 RW
Duiven, the Netherlands. Statutory seat of the Company is Amsterdam; number at
Chamber of Commerce is 09092395.
2. Summary of significant accounting policies
The Financial Statements of the parent company have been prepared using the option of
article 362.8 of Book 2 of the Netherlands Civil Code, meaning that the accounting
principles used are the same as for the Consolidated Financial Statements.
Foreign currency amounts have been translated, assets and liabilities have been valued,
and net income has been determined, in accordance with the principles of valuation and
determination of income presented in the summary of significant accounting policies
included in the Notes to the Consolidated Financial Statements. Subsidiaries of the parent
company are accounted for using the net equity value. The net equity value is determined
on the basis of IFRS accounting principles applied in the Consolidated Financial Statements.
In case of a negative net equity value of a subsidiary, the negative value is deducted from
the loan due from the respective subsidiary. The loans due from subsidiaries are considered
as part of the net investments in subsidiaries.
In addition, the Company will apply the option provided to eliminate the impact of IFRS 9
on intercompany receivables and payables in the Parent Company Financial Statements
against their book value of these receivables and payables in order to have no impact on
the reconciliation between the consolidated equity and company equity position.
BE Semiconductor Industries N.V. is parent of the fiscal unity BE Semiconductor
Industries N.V. All current and deferred tax positions attributable to the fiscal unit are
reported at the level of BE Semiconductor Industries N.V., whereby income tax expense is
allocated to the Dutch subsidiaries based on the individual income before tax and the
statutory tax rate taking the innovation box regime into account.
3. Intangible fixed assets
Intangible assets, net consist of the following:
(€ thousands) 2024 2023
Balance at January 1,
Cost 2,856 2,856
Accumulated amortization (2,756) (2,701)
Intangible fixed assets, net 100 155
Changes in book value
Capital expenditures - -
Disposals (cost) - -
Disposals (accumulated depreciation) - -
Amortization (90) (55)
Total changes (90) (55)
Balance at December 31,
Cost 2,856 2,856
Accumulated amortization (2,846) (2,756)
Intangible fixed assets, net 10 100
The intangible fixed assets consist of capitalized licenses and are amortized in three to five
years.
4. Tangible fixed assets
The tangible fixed assets include right of use assets for leased cars.
240
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
5. Financial fixed assets
The movement is as follows:
(€ thousands) Investment
in
subsidiaries
Loans due
from
subsidiaries
Total
Balance at January 1, 2024 355,828 11,913 367,741
Income for the period 194,655 - 194,655
Negative equity adjustments (1,454) 1,454 -
Dividend payments (163,855) - (163,855)
Repayment of loans - (4,715) (4,715)
Loans to subsidiaries - 6,269 6,269
Changes in accumulated other comprehensive
income (8,146) - (8,146)
Currency translation adjustment 3,335 933 4,268
Balance at December 31, 2024 380,363 15,854 396,217
(€ thousands) Investment
in
subsidiaries
Loans due
from
subsidiaries
Total
Balance at January 1, 2023 490,021 10,683 500,704
Income for the period 186,909 - 186,909
Negative equity adjustments (1,243) 1,243 -
Dividend payments (322,303) - (322,303)
Establishment of Besi Vietnam 612 - 612
Loans to subsidiaries - 452 452
Merger of group companies 244 - 244
Changes in accumulated other comprehensive
income (1,522) - (1,522)
Currency translation adjustment 3,110 (465) 2,645
Balance at December 31, 2023 355,828 11,913 367,741
Investments in subsidiaries
The negative equity adjustments in the movement schedule are adjustments of the income
for the period related to the net income of the subsidiaries with a negative equity value.
Loans due from/to subsidiaries
Interest on loans due from subsidiaries is calculated based on monthly base rates plus
a market-conform mark-up. An amount of € 11.8 million relates to loans granted by
BE Semiconductor Industries N.V. to its US subsidiaries. These loans are repaid upon
lenders’ demand for repayment. Therefore, no interest is calculated on these loans.
Following is an overview of all direct subsidiaries:
Name Location and country of
incorporation
Percentage of
ownership
BE Semiconductor Industries Holding GmbH Radfeld, Austria 100%
BE Semiconductor Industries USA, Inc. Chandler, Arizona, USA 100%
Besi Leshan Co., Ltd. Leshan, China 100%
Besi Switzerland AG Steinhausen, Switzerland 100%
Cong Ty Tnhh Besi Viet Nam Ho Chi Minh City, Vietnam 100%
Fico International B.V. Duiven, the Netherlands 100%
Meco Equipment Engineers B.V. ‘s-Hertogenbosch, the Netherlands 100%
6. Cash and cash equivalents and deposits
Interest rates on cash at banks are variable. Short-term deposits have a maturity or notice
period between one and three months and carry interest at the respective short-term
deposit rates and are reported as part of the cash and cash equivalents. Deposits with
initial maturities longer than three months are reported under deposits and deposits with
a remaining maturity exceeding twelve months are reported under financial fixed assets.
The expected credit loss on cash and cash equivalents and deposits is considered
immaterial.
At December 31, 2024 and 2023, no amount in cash and cash equivalents and deposits was
restricted.
241
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Besi’s authorized share capital consisted of 160,000,000 ordinary shares, nominal value
€ 0.01 per share, and 160,000,000 preference shares, nominal value € 0.01 per share.
(€ thousands,
except for share data)
Number of
ordinary shares
outstanding¹
Share
capital
Share
premium
Retained
earnings
Legal reserves Other
compre hensive
income (loss)
Undistributed
result
Total share-
holders’
equity
Balance at January 1, 2024 81,146,738 811 108,144 (14,305) 157,962 (8,283) 177,084 421,413
Total comprehensive income for the period - - - - (2,493) (1,403) 181,992 178,096
Dividend paid to owners of the Company² - - - - - - (171,534) (171,534)
Convertible Notes converted into equity³ - - 123,055 - - - - 123,055
Changes in legal reserve - - - (3,239) 3,239 - - -
Appropriation of the result - - - 5,550 - - (5,550) -
Equity-settled share-based payments
expense⁴ - - 30,067 - - - - 30,067
Purchase of treasury shares⁵ - - (79,833) - - - - (79,833)
Balance at December 31, 2024 81,146,738 811 181,433 (11,994) 158,708 (9,686) 181,992 501,264
¹ The outstanding number of ordinary shares includes 1,834,598 and 4,130,944 treasury shares at December 31, 2024 and December 31, 2023, respectively.
² Represents € 2.15 dividend per share, approved at Besi’s AGM on April 25, 2024 and paid in cash in May 2024.
³ Represents the carrying amount of the 2017 and 2020 Convertible Notes upon conversion by bondholders. Further reference is made to the Notes to the Consolidated Financial Statements, Note 18.
⁴ Reference is made to the Notes to the Consolidated Financial Statements, Note 25.
⁵ The Company repurchased 635,348 ordinary shares in 2024 for an aggregate value of € 79.8 million.
Balance at January 1, 2023 81,146,738 811 271,350 (21,258) 144,077 (7,092) 240,647 628,535
Total comprehensive income for the period - - - - 2,300 (1,191) 177,084 178,193
Dividend paid to owners of the Company - - - - - - (222,109) (222,109)
Convertible Notes converted into equity - - 31,074 - - - - 31,074
Changes in legal reserve - - - (11,585) 11,585 - - -
Appropriation of the result - - - 18,538 - - (18,538) -
Equity-settled share-based payments
expense - - 19,107 - - - - 19,107
Purchase of treasury shares - - (213,387) - - - - (213,387)
Balance at December 31, 2023 81,146,738 811 108,144 (14,305) 157,962 (8,283) 177,084 421,413
242
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Changes in legal reserves during 2024 and 2023 are as follows:
(€ thousands) Currency
translation
adjustment
Capitalized
research and
development
expenses
Reserves for
subsidiaries
Cash flow
hedging
Total legal
reserves
Balance at January 1, 2024 56,869 93,266 3,684 4,143 157,962
Total comprehensive income (loss) for the period 4,250 - - (6,743) (2,493)
Transfer from retained earnings - 3,174 65 - 3,239
Balance at December 31, 2024 61,119 96,440 3,749 (2,600) 158,708
Balance at January 1, 2023 54,238 80,844 4,521 4,474 144,077
Total comprehensive income (loss) for the period 2,631 - - (331) 2,300
Transfer from retained earnings - 12,422 (837) - 11,585
Balance at December 31, 2023 56,869 93,266 3,684 4,143 157,962
Foreign currency translation adjustment
The foreign currency translation adjustment comprises all foreign currency differences
arising from the translation of the financial statements of foreign operations.
243
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Accumulated other comprehensive income (loss)
Accumulated other comprehensive income (loss) consists of:
(€ thousands) December 31, December 31,
2024 2023
Actuarial gains (losses) (11,391) (9,924)
Deferred taxes 942 878
Others 763 763
Accumulated other comprehensive income (loss) (9,686) (8,283)
Actuarial gains (losses)
The reserve for actuarial gains and losses arises from the actuarial calculations for the
defined benefit pension plans.
Deferred taxes
The deferred taxes in accumulated other comprehensive income (loss) primarily relate to
the deferred tax on the recognized actuarial gains and losses on the pension plans, cash
flow hedges and share based payments.
Dividends
Proposed for approval at the Annual General Meeting of Shareholders to be held on
April 23, 2025 (not recognized as a liability as at December 31, 2024 and December 31, 2023):
(€ thousands) December 31, December 31,
2024 2023
€ 2.18 per ordinary share (2023: € 2.15) 172,900 165,584
The Board of Management proposes to allocate the part of the net income for the year
2024 remaining after payment of the dividend to the retained earnings. The Supervisory
Board has approved this proposal.
8. Borrowing facilities
A summary of Besi’s principal credit lines is as follows:
• A € 80 million committed revolving credit facility with a consortium of European banks
(“the Facility”), which matures in 2026. Outstanding amounts under this credit facility will
bear interest at ESTR/SOFR plus a margin that depends on the Company’s financial
position. The agreement can be increased to € 136 million. Borrowings under the Facility
can be repaid at any time at 100% of principal amount and can be used for working capital
and other corporate purposes. The principal covenants associated with the Facility include
a maintenance test of Consolidated Debt to Equity and a limitation on the incurrence of
additional permitted indebtedness. The Facility is granted without securities.
• An uncommitted overdraft facility of € 10.0 million for the purpose of short-term overdrafts
(maximum of 15 days) in current accounts. The facility has no contractual maturity date.
• A credit line of € 1.0 million for bank guarantees is granted without securities. The
borrowing facility has no contractual maturity date.
No borrowings were utilized.
9. Long-term debt
Reference is made to the Notes to the Consolidated Financial Statements, Note 18.
10. Amounts due from/due to subsidiaries
Amounts due from/due to subsidiaries consist of non-interest bearing short-term receivables
and payables and interest bearing cash pool positions, which are calculated based on
market-rates.
11. Commitments and contingencies
BE Semiconductor Industries N.V. has assumed joint and several liabilities in accordance
with article 403 Part 9 of Book 2 of The Dutch Civil Code with respect to all its Dutch
subsidiaries.
BE Semiconductor Industries N.V. is parent of the fiscal unit BE Semiconductor
Industries N.V. and is therefore liable for the liabilities of the fiscal unit as a whole.
The fiscal unit consists of BE Semiconductor Industries N.V., Fico International B.V.,
Besi Netherlands B.V. and Meco Equipment Engineers B.V.
The credit facilities of Besi Leshan Co. Ltd. and Besi Singapore Pte. Ltd. for an aggregate
value of € 6.4 million are secured by a parent company guarantee.
244
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
14. Income taxes
The deferred tax liabilities of € 3.4 million at December 31, 2024 is mainly related to
temporary difference in the fiscal and commercial valuation on the Convertible Notes and
inventories. A summary of the changes is as follows:
(€ thousands) 2024 2023
Balance at January 1 5,702 5,720
Movement through profit and loss (276) 201
Movement through equity (2,022) (219)
Deferred tax liabilities December 31 3,404 5,702
The reconciliation of income tax benefit is as follows:
(€ thousands) Year ended December 31, 2024
in % of loss
before taxes
Year ended December 31, 2023
in % of loss
before taxes
Expected income tax expense
(benefit) based on domestic rate (3,764) 25.8% (2,247) 25.8%
Non-deductible expenses 4,825 (33.1%) 3,120 (35.8%)
Tax incentive (120) 0.8% 62 (0.7%)
Other (2,866) 19.7% 180 (2.1%)
Income tax expense (benefit)
reported (1,925) 13.2% 1,115 (12.8%)
12. Financial income and expense
The components of financial income and expense are as follows:
(€ thousands) Year ended December 31,
2024 2023
Interest income 17,101 11,439
Interest income from subsidiaries 2,226 1,269
Net cost of hedging 206 529
Net foreign currency results - -
Subtotal financial income 19,533 13,237
Interest expense (16,079) (10,984)
Interest expense to subsidiaries (1,252) (1,140)
Net foreign currency results (105) (14)
Subtotal financial expense (17,436) (12,138)
Financial income (expense), net 2,097 1,099
13. Selected operating expenses and additional information
Personnel expenses for all employees are as follows:
(€ thousands) Year ended December 31,
2024 2023
Wages and salaries 2,970 2,745
Social security expenses 201 158
Pension and retirement expenses 391 349
Share-based compensation plans 30,067 19,107
Other personnel costs 682 555
Total personnel expenses 34,311 22,914
Certain selected operating expenses are recharged to subsidiaries.
The average number of employees during 2024 and 2023 was 13 and 12, respectively.
The remuneration paragraph is included in Note 25 of the Consolidated Financial
Statements and reference is also made to the Remuneration Report included in this Annual
Report.
245
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
15. Additional information
Cost of services provided by external auditor
EY Accountants B.V. has served as our independent registered public accounting firm for
the year 2024 and 2023. The following table sets out the aggregated fees for professional
audit services and other services rendered by EY Accountants B.V. and its member firms
and/or affiliates in 2024 and 2023.
(€ thousands) EY Accountants
B.V.
EY
Network
Year ended
December 31,
2024
EY Accountants
B.V.
EY
Network
Year ended
December 31,
2023
Audit services 543 220 763 436 213 649
Other assurance services 757 6 763 154 7 161
Other non-audit services - - - - - -
Total costs 1,300 226 1,526 590 220 810
16. Events after the balance sheet date
There are no events to report.
Duiven, February 19, 2025
Board of Management Supervisory Board
Richard W. Blickman Richard Norbruis
Carlo Bozotti
Elke Eckstein
Niek Hoek
Laura Oliphant
246
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Other Information
Corporate Information
247
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Corporate Office
BE Semiconductor Industries N.V.
Ratio 6, 6921 RW Duiven
Tel. (31) 26 319 4500
www.besi.com
e-mail: info@besi.com, investor.relations@besi.com
For addresses of Besi’s offices and manufacturing facilities
worldwide, please visit Besi’s website: www.besi.com.
Transfer Agent
Ordinary shares (euro)
ABN AMRO Bank N.V., Amsterdam, the Netherlands
Independent Auditors
EY Accountants B.V., Eindhoven, the Netherlands
Legal Counsels
Freshfields Bruckhaus Deringer, Amsterdam, the Netherlands
Taylor Wessing N.V., Amsterdam, the Netherlands
Trade Register
Chamber of Commerce, Arnhem, the Netherlands
Number 09092395
Statutory Financial Statements
The statutory financial statements of BE Semiconductor
Industries N.V. will be filed with the Chamber of Commerce,
Arnhem, the Netherlands.
Annual General Meeting
The Annual General Meeting of Shareholders will be held on
April 23, 2025, 10.30 a.m.
Board of Management
Richard W. Blickman (1954)
Chief Executive Officer,
Chairman of the Board of Management
Management Team Members
Chris Scanlan (1969)
SVP Technology
Christoph Scheiring (1970)
SVP Die Attach
Peter Wiedner (1970)
SVP Sub Micron Die Attach
Jeroen Kleijburg (1974)
SVP Packaging
Bart Berenbak (1971)
VP Plating
Henk Jan Jonge Poerink (1970)
SVP Global Operations
Jong Kwon Park (1966)
SVP Sales & Customer Service APac
René Hendriks (1961)
SVP Sales Europe/North America
Andrea Kopp-Battaglia (1978)
SVP Finance
Other Members of Management
Kin Mun Kok (1980)
VP Besi Product Asia
Seng Poh Ho (1972)
VP Support Center Asia
Thomas Lokay (1975)
VP Strategic Supply Management
248
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
To: the shareholders and Supervisory Board of BE Semiconductor Industries N.V.
Report on the audit of the Financial Statements 2024 included in
the Annual Report
Our opinion
We have audited the accompanying Financial Statements 2024 of BE Semiconductor
Industries N.V. based in Amsterdam. The Financial Statements comprise the Consolidated
Financial Statements and the Parent Company Financial Statements.
In our opinion:
• The Consolidated Financial Statements give a true and fair view of the financial position
of BE Semiconductor Industries N.V. as at December 31, 2024 and of its result and its
cash flows for 2024 in accordance with International Financial Reporting Standards as
adopted in the European Union (EU-IFRSs) and with Part 9 of Book 2 of the Dutch Civil
Code.
• The Parent Company Financial Statements give a true and fair view of the financial
position of BE Semiconductor Industries N.V. as at December 31, 2024 and of its result for
2024 in accordance with Part 9 of Book 2 of the Dutch Civil Code.
The Consolidated Financial Statements comprise:
• The Consolidated Statement of Financial Position as at December 31, 2024.
• The following statements for 2024: the Consolidated Statement of Operations,
Consolidated Statement of Comprehensive Income, the Consolidated Statements of
Changes in Equity and the Consolidated Statement of Cash Flows.
• The Notes comprising material accounting policy information and other explanatory
information.
The Parent Company Financial Statements comprise:
• The Parent Company Balance Sheet as at December 31, 2024.
• The Parent Company Statement of Income and Expense for 2024.
• The Notes comprising a summary of the accounting policies and other explanatory
information.
Basis for our opinion
We conducted our audit in accordance with Dutch law, including the Dutch Standards on
Auditing. Our responsibilities under those standards are further described in the Our
responsibilities for the audit of the Financial Statements section of our report.
Independent Auditor’s Report
We are independent of BE Semiconductor Industries N.V. (“the Company”) in accordance
with the EU Regulation on specific requirements regarding statutory audit of public-
interest entities, the
Wet toezicht accountantsorganisaties
(“Wta”, Audit firms supervision
act), the
Verordening inzake de onafhankelijkheid van accountants bij assurance-
opdrachten
(“ViO”, Code of Ethics for Professional Accountants, a regulation with respect
to independence) and other relevant independence regulations in the Netherlands.
Furthermore, we have complied with the
Verordening gedrags- en beroepsregels
accountants
(“VGBA”, Dutch Code of Ethics for professional accountants).
We believe the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Information in support of our opinion
We designed our audit procedures in the context of our audit of the Financial Statements
as a whole and in forming our opinion thereon. The following information in support of our
opinion and any findings were addressed in this context, and we do not provide a separate
opinion or conclusion on these matters.
Our understanding of the business
BE Semiconductor Industries N.V. is the holding company for a worldwide business engaged
in the development, production, marketing and sales of back-end equipment for the
semiconductor industry. The group is structured in components, and we tailored our group
audit approach accordingly. We paid specific attention in our audit to a number of areas
driven by the operations of the group and our risk assessment.
We determined materiality and identified and assessed the risks of material misstatement
of the Financial Statements, whether due to fraud or error in order to design audit
procedures responsive to those risks and to obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion.
Materiality
Materiality € 9,400,000 (2023: € 10,000,000)
Benchmark applied Around 5% of income before income tax
Explanation Based on our professional judgement we have considered an earnings-based
measure as the appropriate basis to determine materiality. We consider income
before income tax to be the most relevant measure given the nature of the
business and the users of the Financial Statements. We determined materiality
consistent with prior financial year.
249
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
We have also taken into account misstatements and/or possible misstatements that in
our opinion are material for the users of the Financial Statements for qualitative reasons.
We agreed with the Supervisory Board that misstatements in excess of € 470,000, which
are identified during the audit, would be reported to them, as well as smaller misstatements
that in our view must be reported on qualitative grounds.
Scope of the group audit
BE Semiconductor Industries N.V. is at the head of a group of entities. The financial
information of this group is included in the Financial Statements.
We are responsible for planning and performing the group audit to obtain sufficient
appropriate audit evidence regarding the financial information of the entities or business
units within the group as a basis for forming an opinion on the Financial Statements. We
are also responsible for the direction, supervision, review and evaluation of the audit work
performed for purposes of the group audit. We bear the full responsibility for the auditor’s
report.
Based on our understanding of the group and its environment, the applicable financial
framework and the group’s system of internal control, we identified and assessed risks of
material misstatement of the Financial Statements and the significant accounts and
disclosures. Based on this risk assessment, we determined the nature, timing and extent
of audit work performed, including the entities or business units within the group
(components) at which to perform audit work. For this determination we considered the
nature of the relevant events and conditions underlying the identified risks of material
misstatements for the Financial Statements, the association of these risks to components
and the materiality or financial size of the components relative to the group.
We communicated the audit work to be performed and identified risks through instructions
for component auditors as well as requesting component auditors to communicate
matters related to the financial information of the component that is relevant to identifying
and assessing risks.
We selected the components in Austria, China, Malaysia, the Netherlands, Singapore and
Switzerland to perform audits for group reporting purposes because we identified a
significant risk of material misstatement for one or more account balances and/or
disclosures. The central audit team performed audit procedures on accounting areas
managed centrally, such as the key audit matter related to revenue recognition, the
assessment of forward-looking information, the majority of the audit procedures of the
Swiss and Dutch components and other centralized accounts. We used EY offices in the
other countries for the remaining full scope and specific scope components.
This resulted in the following coverage:
Full scope
Specific scope
Specified procedures
Analytical procedures
For other components, we performed analytical procedures to corroborate that our risk
assessment and scoping remained appropriate throughout the audit.
We performed site visits to meet with local management and component teams, observe
the component operations, discuss the group risk assessment and the risks of material
misstatements for Malaysia and Singapore. We reviewed and evaluated the adequacy of
the deliverables from component auditors and reviewed key working papers for selected
components to address the risks of material misstatement. We held planning meetings,
key meetings required based on circumstances and we attended closing meetings with
local management and component teams for all components. During these meetings and
calls, amongst others, the planning, procedures performed based on risk assessments,
findings and observations were discussed and any further work deemed necessary by the
primary or component team was then performed.
By performing the audit work mentioned above at components of the group, together with
additional work at group level, we have been able to obtain sufficient and appropriate
audit evidence about the group’s financial information to provide an opinion on the
Financial Statements.
250
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Teaming and use of specialists
We ensured that the audit teams both at group and at component levels included the
appropriate skills and competences which are needed for the audit of a listed client in the
semiconductor industry. We included specialists in the areas of IT audit, forensics,
sustainability, treasury, share-based payments and income tax and have made use of our
own experts in the areas of transfer pricing and valuations.
Our focus on climate-related risks and the energy transition
Climate change and the energy transition are high on the public agenda. Issues such as CO₂
reduction impact financial reporting, as these issues entail risks for the business operation,
the valuation of assets (stranded assets) and provisions or the sustainability of the
business model and access to financial markets of companies with a larger CO₂ footprint.
The Board of Management summarized BE Semiconductor industries N.V.’s commitments
and obligations, and reported in the Sustainability Statement how the Company is
addressing climate-related and environmental risks.
As part of our audit of the Financial Statements, we evaluated the extent to which climate-
related risks and the effects of the energy transition and the Company’s commitments and
(constructive) obligations, are taken into account in estimates and significant assumptions,
especially in the area of impairment of goodwill, as well as in the design of relevant internal
control measures. Furthermore, we read the Report of the Board of Management and
considered whether there is any material inconsistency between the non-financial
information in the Sustainability Statement and the Consolidated Financial Statements.
Based on the audit procedures performed, we do not deem climate-related risks to have a
material impact on the financial reporting judgements, estimates or significant
assumptions as at December 31, 2024.
Our focus on fraud and non-compliance with laws and regulations
Our responsibility
Although we are not responsible for preventing fraud or non-compliance and we cannot be
expected to detect non-compliance with all laws and regulations, it is our responsibility to
obtain reasonable assurance that the Financial Statements, taken as a whole, are free
from material misstatement, whether caused by fraud or error. The risk of not detecting a
material misstatement resulting from fraud is higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
Our audit response related to fraud risks
We identified and assessed the risks of material misstatements of the Financial
Statements due to fraud. During our audit we obtained an understanding of the Company
and its environment and the components of the system of internal control, including the
risk assessment process and management’s process for responding to the risks of fraud
and monitoring the system of internal control and how the Supervisory Board exercises
oversight, as well as the outcomes. We refer to the “Risk Management” section of the
Report of the Board of Management for management’s fraud risk assessment.
We evaluated the design and relevant aspects of the system of internal control and in
particular the fraud risk assessment, as well as the Code of Conduct, whistleblower
procedures and incident registration. We evaluated the design and the implementation of
internal controls designed to mitigate fraud risks.
As part of our process of identifying fraud risks, we evaluated fraud risk factors with
respect to financial reporting fraud, misappropriation of assets and bribery and corruption,
in close co-operation with our forensic specialists. We evaluated whether these factors
indicate that a risk of material misstatement due to fraud is present.
We incorporated elements of unpredictability in our audit. We also considered the outcome
of our other audit procedures and evaluated whether any findings were indicative of fraud
or non-compliance.
We addressed the risks related to management override of controls, as this risk is present
in all organizations. For these risks we have performed procedures among other things to
evaluate key accounting estimates for management bias that may represent a risk of
material misstatement due to fraud, in particular relating to important judgement areas
and significant accounting estimates as disclosed in Note 2 to the Financial Statements.
We have also used data analysis to identify and address high-risk journal entries and
evaluated the business rationale (or the lack thereof) of significant extraordinary
transactions, including those with related parties. Additionally, in order to respond to the
identified risks of management override of controls, we specifically tested manual journal
entries in revenues with supporting evidence.
251
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
The following fraud risks identified required significant attention during our audit.
Presumed risks of fraud in revenue recognition
Fraud risk Our audit approach
When identifying and assessing fraud risks, we presume that
there are risks of fraud in revenue recognition. The Company
recognizes revenue when it transfers control over a product or
service to a customer. Revenue recognition is considered a fraud
risk as revenue is a focus area for the Company. These revenues
are disclosed in Note 2 and 23 to the Consolidated Financial
Statements for the significant accounting policies on revenue
recognition.
We describe the audit procedures
responsive to the presumed risk of
fraud in revenue recognition in the
description of our audit approach
for the key audit matter “Revenue
Recognition”.
We considered available information and made enquiries of relevant executives, directors,
internal audit, and regional directors and the Supervisory Board.
The fraud risks we identified, enquiries and other available information did not lead to
specific indications for fraud or suspected fraud potentially materially impacting the view
of the Financial Statements.
Our audit response related to risks of non-compliance with laws and regulations
We performed appropriate audit procedures regarding compliance with the provisions of
those laws and regulations that have a direct effect on the determination of material
amounts and disclosures in the Financial Statements. Furthermore, we assessed factors
related to the risks of non-compliance with laws and regulations that could reasonably be
expected to have a material effect on the Financial Statements from our general industry
experience, through discussions with the Board of Management, reading minutes,
inspection of internal audit and compliance reports and performing substantive tests of
details of classes of transactions, account balances or disclosures.
We also inspected lawyers’ letters and were informed by the Board of Management that
there was no correspondence with regulatory authorities and remained alert to any
indication of (suspected) non-compliance throughout the audit. Finally, we obtained
written representations that all known instances of non-compliance with laws and
regulations have been disclosed to us.
Our audit response related to going concern
As disclosed in Note 1 to the Consolidated Financial Statements and the “Internal control
and risk management” section in the Report of the Board of Management, the Financial
Statements have been prepared on a going concern basis. When preparing the Financial
Statements, the Board of Management made a specific assessment of the Company’s
ability to continue as a going concern and to continue its operations for the foreseeable
future.
We discussed and evaluated the specific assessment with the Board of Management
exercising professional judgement and maintaining professional skepticism. We considered
whether the Board of Management’s going concern assessment, based on our knowledge
and understanding obtained through our audit of the Financial Statements or otherwise,
contains all relevant events or conditions that may cast significant doubt on the Company’s
ability to continue as a going concern. If we conclude that a material uncertainty exists, we
are required to draw attention in our auditor’s report to the related disclosures in the
Financial Statements or, if such disclosures are inadequate, to modify our opinion.
Based on our procedures performed, we did not identify material uncertainties about going
concern. Our conclusions are based on the audit evidence obtained up to the date of our
auditor’s report. However, future events or conditions may cause a company to cease to
continue as a going concern.
Our key audit matters
Key audit matters are those matters that, in our professional judgement, were of most
significance in our audit of the Financial Statements. We have communicated the key audit
matters to the Supervisory Board. The key audit matters are not a comprehensive reflection
of all matters discussed.
In comparison with previous year, the nature of our key audit matters did not change.
252
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Revenue recognition
Risk Our audit approach Key observations
The Company recognizes revenue when it transfers control over a
product or service to a customer. Revenue recognition is considered a
key audit matter as revenue is a focus area for the Company.
We identified the following fraud risks related to improper revenue
recognition for the Company:
1. Cut-off of sales transactions before year end for machine sales.
2. Issuance of invoices and manual journal entries for fictious
transactions in external revenues (which are never settled in cash).
Reference is made to Note 2 and 23 to the Consolidated Financial
Statements for the significant accounting policies on revenue
recognition.
We have assessed the appropriateness of the Company’s revenue
recognition accounting policies, understanding the internal control
environment and assessed compliance with IFRS 15. Our audit
procedures included, amongst others, testing individual sales
orders and transactions to assess proper identification of the
identifiable performance obligations in the contracts and correct
allocation of the transaction price to these performance obligations
and recognition hereof.
We also tailored our audit procedures to address our fraud risk. We
used data analytics to correlate revenues to cash receipts and
performed subsequent collection testing on trade receivables.
Furthermore, we tested manual journal entries with supporting
evidence. We also selected sales transactions before and after year
end to assess whether revenue was recognized in the correct period
by, amongst others, inspection of sales contracts, client acceptance
documents and shipping documents. We also evaluated the
adequacy of the disclosures provided by the Company in Note 2 and
23.
We assessed that the Company’s revenue recognition accounting
policies were appropriately applied.
253
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Report on other information included in the Annual Report
The Annual Report contains other information in addition to the Financial Statements and
our auditor’s report thereon.
Based on the following procedures performed, we conclude that the other information:
• Is consistent with the Financial Statements and does not contain material
misstatements.
• Contains the information as required by Part 9 of Book 2 of the Dutch Civil Code for the
management report (excluding the Sustainability Statement) and the other information
as required by Part 9 of Book 2 of the Dutch Civil Code and as required by Sections 2:135b
and 2:145 sub section 2 of the Dutch Civil Code for the Remuneration Report.
We have read the other information. Based on our knowledge and understanding obtained
through our audit of the Financial Statements or otherwise, we have considered whether
the other information contains material misstatements. By performing these procedures,
we comply with the requirements of Part 9 of Book 2 and Section 2:135b sub-Section 7 of
the Dutch Civil Code and the Dutch Standard 720. The scope of the procedures performed
is substantially less than the scope of those performed in our audit of the Financial
Statements.
The Board of Management is responsible for the preparation of the other information,
including the management report in accordance with Part 9 of Book 2 of the Dutch Civil
Code and other information required by Part 9 of Book 2 of the Dutch Civil Code. The Board
of Management and the Supervisory Board are responsible for ensuring that the
Remuneration Report is drawn up and published in accordance with Sections 2:135b and
2:145 sub section 2 of the Dutch Civil Code.
Report on other legal and regulatory requirements and ESEF
Engagement
We were engaged by the general meeting as auditor of BE Semiconductor Industries N.V.
on April 26, 2018, as of the audit for the year 2018 and have operated as statutory auditor
ever since that date.
No prohibited non-audit services
We have not provided prohibited non-audit services as referred to in Article 5(1) of the EU
Regulation on specific requirements regarding statutory audit of public-interest entities.
European Single Electronic Reporting Format (“ESEF”)
BE Semiconductor Industries N.V. has prepared the Annual Report in ESEF. The requirements
for this are set out in the Delegated Regulation (EU) 2019/815 with regard to regulatory
technical standards on the specification of a single electronic reporting format (hereinafter:
the RTS on ESEF).
In our opinion the Annual Report prepared in the XHTML format, including the (partially)
marked-up Consolidated Financial Statements as included in the reporting package by BE
Semiconductor Industries N.V., complies in all material respects with the RTS on ESEF.
The Board of Management is responsible for preparing the Annual Report, including the
Financial Statements, in accordance with the RTS on ESEF, whereby the Board of
Management combines the various components into a single reporting package.
Our responsibility is to obtain reasonable assurance for our opinion whether the Annual
Report in this reporting package complies with the RTS on ESEF.
We performed our examination in accordance with Dutch law, including Dutch Standard
3950N,
Assurance-opdrachten inzake het voldoen aan de criteria voor het opstellen van
een digitaal verantwoordingsdocument
(assurance engagements relating to compliance
with criteria for digital reporting). Our examination included amongst others:
• Obtaining an understanding of the entity’s financial reporting process, including the
preparation of the reporting package.
• Identifying and assessing the risks that the Annual Report does not comply in all
material respects with the RTS on ESEF and designing and performing further assurance
procedures responsive to those risks to provide a basis for our opinion, including:
• Obtaining the reporting package and performing validations to determine whether the
reporting package containing the Inline XBRL instance document and the XBRL
extension taxonomy files, has been prepared in accordance with the technical
specifications as included in the RTS on ESEF.
• Examining the information related to the Consolidated Financial Statements in the
reporting package to determine whether all required mark-ups have been applied and
whether these are in accordance with the RTS on ESEF.
254
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Description of responsibilities regarding the Financial Statements
Responsibilities of the Board of Management and the Supervisory Board for the
Financial Statements
The Board of Management is responsible for the preparation and fair presentation of the
Financial Statements in accordance with EU-IFRSs and Part 9 of Book 2 of the Dutch Civil
Code. Furthermore, the Board of Management is responsible for such internal control as
the Board of Management determines is necessary to enable the preparation of the
Financial Statements that are free from material misstatement, whether due to fraud or
error.
As part of the preparation of the Financial Statements, the Board of Management is
responsible for assessing the Company’s ability to continue as a going concern. Based on
the financial reporting framework mentioned, the Board of Management should prepare
the Financial Statements using the going concern basis of accounting unless the Board of
Management either intends to liquidate the Company or to cease operations, or has no
realistic alternative but to do so. The Board of Management should disclose events and
circumstances that may cast significant doubt on the Company’s ability to continue as a
going concern in the Financial Statements.
The Supervisory Board is responsible for overseeing the Company’s financial reporting
process.
Our responsibilities for the audit of the Financial Statements
Our objective is to plan and perform the audit engagement in a manner that allows us to
obtain sufficient and appropriate audit evidence for our opinion.
Our audit has been performed with a high, but not absolute, level of assurance, which
means we may not detect all material misstatements, whether due to fraud or error during
our audit.
Misstatements can arise from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to influence the economic decisions
of users taken on the basis of these Financial Statements. The materiality affects the
nature, timing and extent of our audit procedures and the evaluation of the effect of
identified misstatements on our opinion.
We have exercised professional judgement and have maintained professional skepticism
throughout the audit, in accordance with Dutch Standards on Auditing, ethical requirements
and independence requirements. “The Information in support of our opinion” section above
includes an informative summary of our responsibilities and the work performed as the
basis for our opinion.
Our audit further included among others:
• Performing audit procedures responsive to the risks identified, and obtaining audit
evidence that is sufficient and appropriate to provide a basis for our opinion.
• Obtaining an understanding of internal control relevant to the audit in order to design
audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company’s internal control.
• Evaluating the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the Board of Management.
• Evaluating the overall presentation, structure and content of the Financial Statements,
including the disclosures.
• Evaluating whether the Financial Statements represent the underlying transactions and
events in a manner that achieves fair presentation.
Communication
We communicate with the Supervisory Board regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant
findings in internal control that we identify during our audit. In this respect we also submit
an additional report to the Audit Committee of the Supervisory Board in accordance with
Article 11 of the EU Regulation on specific requirements regarding statutory audit of
public-interest entities. The information included in this additional report is consistent
with our audit opinion in this auditor’s report.
We provide the Supervisory Board with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
From the matters communicated with the Supervisory Board, we determine the key audit
matters: those matters that were of most significance in the audit of the Financial
Statements. We describe these matters in our auditor’s report unless law or regulation
precludes public disclosure about the matter or when, in extremely rare circumstances,
not communicating the matter is in the public interest.
Eindhoven, February 19, 2025
EY Accountants B.V.
Signed by N. van Es
255
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Limited assurance report of the independent auditor on the Sustainability Statement
To: the shareholders and Supervisory Board of BE Semiconductor Industries N.V.
Our conclusion
We have performed a limited assurance engagement on the consolidated Sustainability
Statement for 2024 of BE Semiconductor Industries N.V. based in Amsterdam (hereinafter:
“the Company”) in section Sustainability Statement of the accompanying report of the
Board of Management (hereinafter: “the Sustainability Statement”).
Based on our procedures performed and the evidence obtained, nothing has come to our
attention that causes us to believe that the Sustainability Statement is not, in all material
respects:
• prepared in accordance with the European Sustainability Reporting Standards (“ESRS”)
as adopted by the European Commission and compliant with the Double Materiality
Assessment process carried out by the Company to identify the information reported
pursuant to the ESRS; and
• compliant with the reporting requirements provided for in Article 8 of Regulation (EU)
2020/852 (Taxonomy Regulation).
Our conclusion has been formed on the basis of the matters outlined in this limited
assurance report.
Basis for our conclusion
We have performed our limited assurance engagement on the Sustainability Statement in
accordance with Dutch law, including Dutch Standard 3810N,
Assurance-opdrachten
inzake duurzaamheidsverslaggeving
(Assurance engagements relating to sustainability
reporting), which is a specified Dutch standard that is based on the International Standard
on Assurance Engagements (“ISAE”) 3000 (Revised), “Assurance engagements other than
audits or reviews of historical financial information”.
Our assurance engagement was aimed to obtain a limited level of assurance that the
Sustainability Statement is free from material misstatements. The procedures vary in
nature and timing from, and are less in extent, than for a reasonable assurance engagement.
Consequently, the level of assurance obtained in a limited assurance engagement is
substantially lower than the assurance that would have been obtained had a reasonable
assurance engagement been performed.
Our responsibilities in this regard are further described in the section “Our responsibilities
for the limited assurance engagement on the Sustainability Statement” of our report.
We are independent of BE Semiconductor Industries N.V. in accordance with the
Verordening
inzake
de onafhankelijkheid van accountants bij assurance-opdrachten
(“ViO”, Code of
Ethics for Professional Accountants, a regulation with respect to independence) and other
relevant independence regulations in the Netherlands. This includes that we do not
perform any activities that could result in a conflict of interest with our independent
assurance engagement and we are not involved in the preparation of the Sustainability
Statement, as doing so may compromise our independence. Furthermore, we have
complied with the
Verordening gedrags- en beroepsregels accountants
(“VGBA”, Dutch
Code of Ethics for Professional Accountants). The ViO and VGBA are at least as demanding
as the International code of ethics for professional accountants (including International
independence standards) of the International Ethics Standards Board for Accountants (the
IESBA Code) as relevant to limited assurance engagements on sustainability statements
of public interest entities in the European Union.
We believe that the assurance evidence we have obtained is sufficient and appropriate to
provide a basis for our conclusion.
Emphasis of matter
The Sustainability Statement has been prepared in a context of new sustainability
reporting standards, requiring entity-specific interpretations and addressing inherent
measurement or evaluation uncertainties. In this context, we want to emphasize the
following matters:
Emphasis on the most significant uncertainties affecting the quantitative
metrics and monetary amounts
We draw attention to section Sources of estimation and outcome uncertainty in the
Sustainability Statement that identifies the quantitative metrics and monetary amounts
that are subject to a high level of measurement uncertainty and discloses information
about the sources of measurement uncertainty and the assumptions, approximations and
judgements the Company has made in measuring these in compliance with the ESRS.
The comparability of sustainability information between entities and over time may be
affected by the lack of historical sustainability information in accordance with the ESRS
and by the absence of a uniform practice on which to draw, to evaluate and measure this
information. This allows for the application of different, but acceptable, measurement
techniques, especially in the initial years.
Emphasis on the Double Materiality Assessment process
We draw attention to section Double Materiality Assessment in the Sustainability
Statement. This disclosure explains future improvements in the ongoing due diligence and
Double Materiality Assessment process, including robust engagement with affected
stakeholders. Due diligence is an on-going practice that responds to and may trigger
changes in the Company’s strategy, business model, activities, business relationships,
operating, sourcing and selling contexts. The Double Materiality Assessment process
requires the Company to make key judgements and use thresholds and may also be
impacted in time by sector-specific standards to be adopted.
256
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Therefore, the Sustainability Statement may not include every impact, risk and opportunity
or additional entity-specific disclosure that each individual stakeholder (group) may
consider important in its own particular assessment.
Our conclusion is not modified in respect of these matters.
Comparative information not assured
Sustainability information up to year 2024 included in the Sustainability Statement, has
not been part of this limited assurance engagement. Consequently, we do not provide any
assurance on the comparative information and thereto related disclosures in the
Sustainability Statement for years up to 2024.
Our conclusion is not modified in respect of this matter.
Limitation to the scope of our assurance engagement
In reporting forward-looking information in accordance with the ESRS, the Board of
Management describes the underlying assumptions and methods of producing the
information, as well as other factors that provide evidence that it reflects the actual plans
or decisions made by the Company (actions). Forward-looking information relates to
events and actions that have not yet occurred and may never occur. The actual outcome is
likely to be different since anticipated events frequently do not occur as expected. We do
not provide assurance on the achievability of forward-looking information. Our conclusion
is not modified in respect of this matter.
Responsibilities of the Board of Management and the Supervisory Board for the
Sustainability Statement
The Board of Management is responsible for the preparation of the Sustainability
Statement in accordance with the ESRS, including the Double Materiality Assessment
process carried out by the Company as the basis for the Sustainability Statement and
disclosure of material impacts, risks and opportunities in accordance with the ESRS. As
part of the preparation of the Sustainability Statement, the Board of Management is
responsible for compliance with the reporting requirements provided for in Article 8 of
Regulation (EU) 2020/852 (Taxonomy Regulation).
Furthermore, the Board of Management is responsible for such internal control as it
determines is necessary to enable the preparation of the Sustainability Statement that is
free from material misstatement, whether due to fraud or error.
The Supervisory Board is responsible for overseeing the sustainability reporting process
including the Double Materiality Assessment process carried out by the Company.
Our responsibilities for the limited assurance engagement on the Sustainability
Statement
Our responsibility is to plan and perform the limited assurance engagement in a manner
that allows us to obtain sufficient and appropriate assurance evidence for our conclusion.
We apply the applicable quality management requirements pursuant to the
Nadere
voorschriften kwaliteitsmanagement
(“NVKM”, regulations for quality management) and
the International Standard on Quality Management (“ISQM”) 1, and accordingly maintain a
comprehensive system of quality management including documented policies and
procedures regarding compliance with ethical requirements, professional standards and
other relevant legal and regulatory requirements.
Our limited assurance engagement included amongst others:
• Performing inquiries and an analysis of the external environment and obtaining an
understanding of relevant sustainability themes and issues, the characteristics of the
Company, its activities and the value chain and its key intangible resources in order to
assess the Double Materiality Assessment process carried out by the Company as the
basis for the Sustainability Statement and disclosure of all material sustainability-
related impacts, risks and opportunities in accordance with the ESRS.
• Obtaining through inquiries a general understanding of the internal control environment,
the Company’s processes for gathering and reporting entity-related and value chain
information, the information systems and the Company’s risk assessment process
relevant to the preparation of the Sustainability Statement and for identifying the
Company’s activities, determining eligible and aligned economic activities and prepare
the disclosures provided for in Article 8 of Regulation (EU) 2020/852 (Taxonomy
Regulation), without obtaining assurance information about the implementation or
testing the operating effectiveness of controls.
• Assessing the Double Materiality Assessment process carried out by the Company and
identifying and assessing areas of the Sustainability Statement, including the
disclosures provided for in Article 8 of Regulation (EU) 2020/852 (Taxonomy Regulation),
where misleading or unbalanced information or material misstatements, whether due to
fraud or error, are likely to arise (“selected disclosures”). Designing and performing
further assurance procedures aimed at assessing that the Sustainability Statement is
free from material misstatements responsive to this risk analysis.
• Considering whether the description of the Double Materiality Assessment process in
the Sustainability Statement made by the Board of Management appears consistent
with the process carried out by the Company.
• Performing analytical review procedures on quantitative information in the Sustainability
Statement, including consideration of data and trends.
257
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
• Assessing whether the Company’s methods for developing estimates are appropriate
and have been consistently applied for selected disclosures. We considered data and
trends, however our procedures did not include testing the data on which the estimates
are based or separately developing our own estimates against which to evaluate the
Board of Management’s estimates.
• Analyzing, on a limited sample basis, relevant internal and external documentation
available to the Company (including publicly available information or information from
actors throughout its value chain) for selected disclosures.
• Reading the other information in the Annual Report to identify material inconsistencies,
if any, with the Sustainability Statement.
• Considering whether the disclosures provided to address the reporting requirements
provided for in Article 8 of Regulation (EU) 2020/852 (Taxonomy Regulation) for each of
the environmental objectives, reconcile with the underlying records of the Company and
are consistent or coherent with the Sustainability Statement, appear reasonable, in
particular whether the eligible economic activities meet the cumulative conditions to
qualify as aligned and whether the technical screening criteria are met, and whether the
key performance indicators disclosures have been defined and calculated in accordance
with the Taxonomy reference framework, and comply with the reporting requirements
provided for in Article 8 of Regulation (EU) 2020/852 (Taxonomy Regulation), including
the format in which the activities are presented.
• Considering the overall presentation, structure and fundamental qualitative
characteristics of information (relevance and faithful representation: complete, neutral
and accurate) reported in the Sustainability Statement, including the reporting
requirements provided for in Article 8 of Regulation (EU) 2020/852 (Taxonomy Regulation).
• Considering, based on our limited assurance procedures and evaluation of the evidence
obtained, whether the Sustainability Statement as a whole, is free from material
misstatements and prepared in accordance with the ESRS.
Communication
We communicate with the Supervisory Board regarding, among other matters, the planned
scope and timing of the assurance engagement and significant findings that we identify
during our assurance engagement.
Amsterdam, February 19, 2025
EY Accountants B.V.
Signed by J. Niewold
258
REPORT OF THE BOARD
OF MANAGEMENT
REMUNERATION
REPORT
REPORT OF THE
SUPERVISORY BOARD
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2024
OTHER
INFORMATION
Preference shares
At December 31, 2024, the Company’s authorized capital consisted of 160,000,000 ordinary
shares, nominal value € 0.01 per share, and 160,000,000 preference shares, nominal value
€ 0.01 per share.
No preference shares were outstanding at December 31, 2024.
In April 2000, the foundation “Stichting Continuïteit BE Semiconductor Industries” (the
“Foundation”) was established. The Foundation is an independent legal entity and is not
owned or controlled by any other legal person. The purpose of the Foundation is to
safeguard the interests of the Company, the enterprise connected therewith and all the
parties having an interest therein and to exclude as much as possible influences which
could threaten, among other things, the Company’s continuity, independence and identity.
The aim of the preference shares is, amongst other things, to provide a protective measure
against unfriendly take-over bids and other possible unsolicited influences that could
threaten the Company‘s continuity, independence and identity, including, but not limited
to, a proposed resolution to dismiss the Supervisory Board or the Board of Management.
The issue of preference shares would enable the Company to consider its position in the
then-existing circumstances.
By agreement of May 19, 2008 between the Company and the Foundation, which replaced
a similar agreement dated April 19, 2002, the Foundation has been granted a call option
pursuant to which it may purchase a number of preference shares up to a maximum of the
number of outstanding ordinary shares at the time of exercise of the option minus one.
The Company has also granted to the Foundation the right to file an application for an
inquiry into the policy and conduct of the business of the Company with the Enterprise
Chamber of the Amsterdam Court of Appeal
(“Ondernemingskamer”)
. The Company
believes that this may be a useful option in the period before the issuance of preference
shares, without causing a dilution of the rights of other shareholders at that stage.
The members of the board of the Foundation are W.L.J. Bröcker (Chairman), J.N. de Blécourt,
D.J. Dunn, T. de Waard and B. Nauta. Except for Mr De Waard and Mr Dunn who are former
Supervisory Board members, none of the other members of the board of the Foundation
are connected to the Company. The Foundation therefore qualifies as an independent legal
entity within the meaning of section 5:71 paragraph 1 sub c of the Dutch Financial
Supervision Act
(“Wet op het financieel toezicht”)
.
Other Information
Appropriation of the result
The Articles of Association provide that the Company can only distribute profits from its
free distributable reserves. The Board of Management, with the approval of the Supervisory
Board, will propose to the Annual General Meeting of Shareholders to determine the total
dividend over 2024 at € 2.18 per ordinary share, amounting to a total of € 172.9 million.
The Board of Management proposes to allocate the part of the net income for the year
2024 remaining after payment of the dividend to the retained earnings. The Supervisory
Board has approved this proposal.
The General Meeting of Shareholders approved the 2023 statutory financial statements on
April 25, 2024.
www.besi.com