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Item 9A. Controls and Procedures

2021-02-18 compared with 2020-02-20 · 22 added, 114 removed, 127 unchanged (52% of the section changed)

10 unchanged sentences

Based on that assessment and discussion with the Company's Audit Committee, management has concluded that, as of December 31, 2020, the Company’s internal control over financial reporting was effective.

Attestation Report of the Independent Registered Public Accounting Firm

The Company’s independent registered public accounting firm, Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, has issued an attestation report on management’s internal control over financial reporting which appears below.

Audit Report of the Independent Registered Public Accounting Firm

The Company’s independent registered public accounting firm, Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, has issued an audit report on management’s internal control over financial reporting which appears below.

Changes in Control over Financial Reporting

1 unchanged sentence

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of Orion Engineered Carbons S.A.

To the Shareholders and the Board of Directors of Orion Engineered Carbons S.A.

Opinion on Internal Control over Financial Reporting

2 unchanged sentences

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2019 consolidated financial statements of the Company, and our report dated February 20, 2020 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income, changes in stockholders' equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and our report dated February 18, 2021 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting.

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

20 unchanged sentences

Directors, Executive Officers and Corporate Governance

The Company is overseen by a board of directors ( conseil d’administration ) (the “Board of Directors”), composed of eight members.

Age Years in Office Title

73 5 Chairman of the Board

57 1 Director and Chief Executive Officer

66 1 Director

Marc Jean Pierre Faber

61 2 Director

70 5 Director

59 1 Director

Didier Miraton

61 5 Director

Hans-Dietrich Winkhaus

82 5 Director

The following is a brief summary of the business experience of the directors.

Smith serves as chairman of the board of Kraton Corp., He is also a director of Nexeo Solutions, Inc.

and, since May 2017, TPG Pace Energy Holdings Corp.

During the past five years, Mr.

Smith served on the board of directors of Cooper Industries plc.

He began his career with ARCO (Atlantic Richfield Company) in 1968 as an engineer.

He was elected president of Lyondell Chemical Company in August 1994, chief executive officer in December 1996 and chairman of the board of directors in May 2007.

Smith retired in December 2007 as chairman, president and chief executive officer of Lyondell Chemical Company following the acquisition of Lyondell by Basell.

Smith also serves as a member of the College of Engineering Advisory Council at Lamar University.

Smith is a graduate of Lamar University with a B.S.

degree in chemical engineering.

Painter began his career at Air Products in 1984 as part of the company’s career development program.

He rose through the ranks, progressing through a variety of commercial and operations positions in the U.S.

and overseas, and was rapidly promoted several times over the last several years, holding leadership positions in operations, supply chain, corporate strategy and technology.

He held the position of Executive Vice President, Industrial Gases until he left Air Products at the end of June, 2018 to become Orion Engineered Carbons group’s Chief Executive Officer starting from September 2018.

Clem has been the Chief Executive Officer (CEO) of Orion Engineered Carbons Group between July 2011 and September 2018 and manager of the Company since May 2014 and had been the head of Evonik Degussa GmbH`s global Carbon Black business since August 2009.

He joined Degussa in 2001 and shortly after was named CEO of their joint venture in Carbon Black with a U.S.-based private equity firm.

He has over 35 years of experience in the performance and specialty minerals and chemicals industry.

Prior to joining Degussa, he held various senior management positions in North America and Europe at J.M.

Huber Corporation and started his career in engineering and plant management at Occidental Chemical Corporation.

Marc Jean Pierre Faber .

Faber has been a daily manager of the Company since 2014.

Faber holds various directorship positions, amongst others at AXA Real Estate Investments Corporation.

Between 2003 and 2010, Mr.

Faber served as chief executive officer of BIP Investment Partners S.A.

Previously, he was the Chief Financial Officer of Cerametal Sarl, Luxembourg between 2001 and 2002, after various other functions within that company since 1991.

Faber holds an MBA from INSEAD (Fontainbleau, France) and a civil engineer degree from the University of Liege, Belgium.

Huck previously served for nine years as the chief financial officer and senior vice president of Air Products and Chemicals, Inc., a global $10 billion industrial gas and chemical company.

Prior to this he served for ten years at Air Products and Chemicals as a vice president and corporate controller.

He served as a director of NewPage Corporation and as a member of NewPage’s audit committee from 2012 until its sale in 2015.

He also is a director of AdvanSix Inc.

In addition, he serves on the boards of

numerous charities.

Huck holds a B.S.

in mathematics from the United States Naval Academy and an MBA from the Johnson Graduate School of Management at Cornell University.

Galvin has been practicing law for 30 years, including 26 years as in-house counsel.

She spent 18 years at Lyondell Chemical Co., a publicly traded chemical company in the Fortune 200, including the last eight years as General Counsel.

Later she became General Counsel at Axip Energy Services LP, a privately held oil field services company, serving for more than five years until her retirement.

She has been a board member of the American Corporate Counsel Association, the Alumni Association of The University of Michigan and The Georgetown University Board of Regents.

Galvin earned a B.S.

in Foreign Service from Georgetown University and a J.D from the University of Michigan.

Didier Miraton .

Miraton is currently an adviser to several senior executives and a professor in the MBA program at the Collège des Ingénieurs (CDI) in Paris.

He was the chief executive officer of Almérys SAS, a French information technology company operating in the health insurance data sphere, until late 2015.

He is the former chief executive officer of the Laboratoires Pierre Fabre, a leading French pharmaceutical company.

He also served as a managing partner of the Compagnie Generale des Etablissements Michelin SCA from May 11, 2007 to June 30, 2011.

During his time at Michelin, Mr.

Miraton also acted as president of Michelin’s worldwide Research & Technology group and was a member of the Michelin Group Executive Council.

Miraton has been an independent director of Vilmorin Clause & Cie SA since November 2007.

He holds a civil engineering degree from the École Nationale des Ponts-et-Chaussées.

Hans-Dietrich Winkhaus .

Winkhaus previously served as chief executive officer of Henkel KGaA.

He served also as Chairman of the Board of Deutsche Telekom AG and Schwarz Pharma AG.

He was a board member at BMW AG, Lufthansa AG, ERGO AG, Degussa AG and Galeria Kaufhof AG.

He is engaged in the CARE organization in Germany.

Winkhaus studied Business Administration at and received a Ph.D.

from Ludwig Maximilian University, Munich.

Senior Management

The following table sets forth certain information concerning our senior management:

The Directors and certain Governance information required by this item will be included in our Proxy Statement for the 2021 Annual Meeting of Stockholders (“Proxy Statement”) and is herein incorporated by reference.

Executive Officers

The following table sets forth certain information concerning our executive officers:

Painter 58 Chief Executive Officer

Lorin Crenshaw 45 Chief Financial Officer

Lixing Min 59 Senior Vice President and General Manager–Asia Pacific Region

Sandra Niewiem 44 Senior Vice President, Global Specialty Carbon Black and EMEA Region

Pedro Riveros 50 Senior Vice President, Global Rubber Carbon Black and Americas Region

David Deters 61

Senior Vice President, Innovation

Sungdo Gong 57 Senior Vice President, Strategic Development

André Schulze Isfort 45 Chief Accounting Officer, Head of Consolidation & Reporting

Painter began his career at Air Products in 1984 as part of the company’s career development program.

7 unchanged sentences

Crenshaw holds an MBA from Columbia University and a BS in Business Administration from Florida A&M University.

Min has been our Senior Vice President and General Manager–Asia-Pacific Region since April 2013.

He has over 23 years of experience in the chemical industry, including positions of general management of the Asia-Pacific region for both American- and German-based chemical companies.

Min holds a bachelor’s degree in chemistry from Fudan University in China and master’s and doctoral degrees in chemistry from the University of Rochester.

Sandra Niewiem.

1 unchanged sentence

Niewiem joined Orion in December 2013 and previously held the position of Vice President Global Product Management and Business Development Specialty Carbon Black.

She has over 19 years of experience in process industries, engineering

and industrial goods, thereof more than 13 years in management consulting at a global consulting firm.

She has over 19 years of experience in process industries, engineering and industrial goods, thereof more than 13 years in management consulting at a global consulting firm.

Niewiem holds an economics doctorate from European Business School and a master’s in business administration from James Madison University, Virginia.

4 unchanged sentences

Riveros holds a bachelor’s degree in mechanical engineering from Rensselaer Polytechnic Institute.

David Deters.

David Deters has been the Senior Vice President–Innovation and a member of the executive management team since August 2015.

He has over 30 years of global experience within coatings, printing inks and specialty chemical sectors.

Prior to joining Orion, he held executive management positions at Hempel as GVP R&D and Marine Marketing and King Industries as VPGM Specialty Chemicals.

He worked for 20 years at DuPont holding various Technical Director and Global Product Management positions throughout the world.

Deters holds a Bachelor of Science Degree in Engineering from Michigan State University.

Gong joined Orion on March 2014, as Country Manager, Korea, and was promoted to his current position in May 2018.

He has over twenty-seven years of professional experience.

Immediately prior to Orion, he was with GE Healthcare and GE Energy in Korea where he held several leadership roles.

His earlier career included service at Hyosung, BP, the Korean Ministry of Planning and Budget, the International Monetary Fund in the US and the law firms of Kim & Chang in Korea and Akin Gump Strauss Hauer & Feld in the US.

Gong holds a Master of Laws (LL.M.) degree from Georgetown University Law Center in Washington, D.C., a juris doctorate from Pepperdine University Law of School, California, and a bachelor’s degree in international affairs from The George Washington University, Washington, D.C.

He is a member (inactive) of the State Bar of California.

André Schulze Isfort.

André Schulze Isfort has been Head of Consolidation & Reporting since August 2011, also serving as Principal Accounting Officer.

He has almost 10 years of experience in the chemical industry including as head of a restructuring project and as head of internal audit.

Prior to joining the industry he worked for five years at Deloitte.

Schulze Isfort holds a master’s degree in business administration from the University of Applied Science of Münster, Germany.

Corporate Governance

Orion has adopted a Code of Ethics that applies to all of the Company’s employees and directors, including the Chief Executive Officer, the Chief Financial Officer, senior management, the Controller and other senior financial officers.

Code of Conduct/Code of Ethics

Orion has adopted a Code of Conduct that applies to all Company employees and directors, including the Chief Executive Officer, the Chief Financial Officer, senior management, the Controller and other senior financial officers.

The Code of Conduct is posted on our website, www.orioncarbons.com (under “Legal” then “Compliance Policies” section).

In addition, the company has adopted a Code of Ethics that applies to its Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer.

The Code of Ethics is posted on our website, www.orioncarbons.com (under “Investors” then “Governance” section).

We intend to satisfy the disclosure requirement regarding any amendment to, or waiver of, a provision of the Code of Ethics applicable to the Chief Executive Officer, the Chief Financial Officer, senior management, the Controller or other senior financial officers by posting such information on our website.

The other information required by this item will be included in our Proxy Statement for the 2020 Annual Meeting of Stockholders (“Proxy Statement”) and is herein incorporated by reference.

We intend to satisfy the disclosure requirement regarding any amendment to, or waiver of, a provision of the Code of Conduct and Code of Ethics applicable to the Chief Executive Officer, the Chief Financial Officer, senior management, the Controller or other senior financial officers by posting such information on our website.

Executive Compensation

51 unchanged sentences

Lorin Crenshaw February 18, 2021

/s/ Andre Schulze Isfort Chief Accounting Officer (Principal Accounting Officer)

Andre Schulze Isfort February 20, 2020

Clem Director

Clem February 20, 2020

/s/ Marc Jean Pierre Faber Director

Marc Jean Pierre Faber February 20, 2020

/s/ Bob Hrivnak Chief Accounting Officer (Principal Accounting Officer)

Bob Hrivnak February 18, 2021

Galvin Director

2 unchanged sentences

Paul Huck February 18, 2021

/s/ Mary Lindsey Director

Mary Lindsey February 18, 2021

/s/ Didier Miraton Director

Didier Miraton February 18, 2021

/s/ Yi Hyon Paik Director

Yi Hyon Paik February 18, 2021

Smith Director

2 unchanged sentences

Hans Dietrich Winkhaus February 18, 2021

/s/ Michel Wurth Director

Michel Wurth February 18, 2021

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures