The applicable governmental restrictions at the date of the AGM were still unknown. To allow for an efficient organization of the AGM, it was decided to hold this year's AGM virtually, similar to the last two years. To ensure as much interaction as possible, AkzoNobel offered the possibility to shareholders to submit questions regarding the agenda items prior to the start of this meeting. These questions will be answered during the meeting. In addition, questions may be submitted at any time during this meeting using the chat box on the online voting platform. Our aim is to answer all questions during the meeting. Questions not answered during the meeting will be answered at our website. This meeting will be held in English.
Together with me on stage are Mr. Dick Sluimers, Chairman of the Remuneration Committee, Mr. Thierry Vanlancker, our CEO, Mr. Maarten de Vries, our CFO, and Dr. Hilka Schneider, our General Counsel. Also attending this meeting are the other members of the supervisory board, Mr. Byron Grote, Dr. Pamela Kirby, Mrs. Jolanda Poots-Bijl, and Mr. Patrick Thomas. Furthermore, Mr. Bart-Jan Kook, as the substitute designated by Mr. René Clumpkens, our civil law notary, and acting as the independent proxy holder, and Mr. Fernand Izeboud, representing our external auditor, PwC, are attending this virtual AGM. Before reflecting on certain events that took place during the year, let me first say that like many others, we're deeply saddened and worried by the conflict in Ukraine. The highest priority for us is the safety and wellbeing of our employees. We're in contact with our people and offering as much support as possible to all of those affected in order to keep them and their families safe.
Over the last two years, COVID-19 has impacted the world, people, habits, and businesses in a massive way. It created unpredictability, volatility, challenges, and opportunities to various degrees across industries. Having navigated supply chain issues and various other challenges in 2020 to successfully deliver on our 15 by 20 ambition, 2021 was the first year that AkzoNobel could fully focus on its new Grow & Deliver strategy. The biggest challenge in 2021 came from the almost unprecedented increases in costs and transportation, which put our margins and profitability under severe pressure. The Supervisory Board has been impressed by the way AkzoNobel and the management team and its employees responded in a timely and highly professional manner.
Together with a strong implementation of strategic and operational initiatives, AkzoNobel was able to deliver significant increase in turnover, driven by both higher prices and increasing volumes. The supervisory board was pleased to see the evolution of People. Planet. Paint., which has now taken on far greater prominence in the company. Initially introduced as a way to explain AkzoNobel's approach to sustainable business, it has now come to truly represent everything AkzoNobel stands for. Together with the collaborative innovation ecosystem Paint the Future, the company is well-positioned to continue being a front runner in both innovation and sustainability. Before we continue, Dr. Hilka Schneider, secretary of this meeting, will now explain the voting procedure. Hilka, over to you.
Thank you, Nils. You may cast your votes on all voting items during the entire meeting. The voting has been open since the start of the meeting. The chairman will clearly indicate when the voting will be closed after the last voting item, and provide you with some time to check if you have submitted your votes. The slide show, now shown on the screen, shows the instructions for navigating to the webcast, the chat box, and the voting. After selecting the voting section, you can select for, against, or withheld for each of the agenda items. You can change your votes throughout the meeting until the chairman closes the vote. Please submit your votes on all voting items. For further information on the virtual voting, I refer to the manual published on our website. Shareholders were also given the opportunity to vote remotely via the ABN AMRO website.
Mr. Bart-Jan Kook, as the substitute designated by Mr. René Clumpkens, Civil Law Notary, will cast the votes as the proxy and independent third party for the participating shareholders. For this meeting, March 25, 2022 was set as the record date. Anyone owning shares on that date was entitled to register to attend, vote, and participate in today's meeting. Please be informed that the voting result of all voting items will be announced at the end of this meeting, showing the number of votes and the percentages on screen. The voting result will also be published on our website after the meeting. The notice and the agenda were published on the AkzoNobel website. The meeting has been properly convened, is held virtually in accordance with the provisions of the Temporary Act COVID-19 Justice and Security, and is entitled to adopt legally valid resolutions on the agenda items. Back to you, Nils.
Thank you, Hilka. The virtual registration of shareholders closed at 2:00 P.M. The share capital of approximately EUR 68.4 million is represented, so that in total 139 million votes may be cast. The level of attendance is approximately 77.4%. We'll now proceed with item two on the agenda, the report of the Board of Management for the financial year 2021. You've been able to read and review the annual report for 2021, which was published on March 2nd, 2022. Our CEO, Thierry Vanlancker, will now discuss the company's performance during 2021. Over to you, Thierry.
Thank you. Thank you very much, Nils, and a very warm welcome also from my side to everybody who is dialing in. In 2018, if I may take you back to that point, we set out on a journey with AkzoNobel to double the profit on, of the company from an Adjusted EBITDA of EUR 1 billion at that time. Under what we called 15 by 20, the first part of our transformative journey, we focused on creating a strong foundation by improving our internal systems, processes, driving the margins for respective businesses, and really creating discipline as to what and where we invest.
The muscles we created during that time served us well to prepare the company for what has been probably the most enormous roller coaster ride we've ever been on with the COVID-19 pandemic and the industry-wide supply constraints and inflation that followed it, among others, as of the second quarter of 2020 onwards. Despite all of this, we landed in 2021 exactly where we hoped and where we wanted to be on our journey to 2023. We delivered EUR 1.44 billion of Adjusted EBITDA in 2021, which is about the same profit as in 2022, despite having to absorb EUR 770 million of raw material inflation.
Now, after 15 by 20 and under our Grow & Deliver strategy, it is all about delivering on our ambition to get the company to the final goal of an EBITDA in 2023 that we have set for ourselves. We've created the strong foundation and improved the engagement of our organization and now are ready to compete with the best to grow at or above our relevant markets. Having caught up on profitability with our leading peers in 2020, we continued to deliver strong margin and performance in 2021, proving that the years of hard work was not a one-time event. In the case of return on investment, we have become the leader among peers as a result of our disciplined and structured investment approach.
I would like to take the opportunity to warmly congratulate and sincerely thank the entire AkzoNobel organization around the world for their dedication and non-resting delivery of another strong year for AkzoNobel. Our Grow & Deliver strategy is expected to bridge our 2021 Adjusted EBITDA from EUR 1.44 billion to the target set of EUR 2 billion EBITDA in 2023. There are two main building blocks, with Grow representing around EUR 350 million uplift, and Deliver representing around EUR 200 million benefit to get to the 2023 Adjusted EBITDA. The first building block, Grow, is really around profitable growth and margin expansion now that we have the foundation in place to do so.
If you research the predicted growth for our markets by companies like Orr & Boss, you will find that the compounded average revenue growth rate for our markets is about 8% for 2022 and 2023. In our own plans, we have taken a serious haircut on those numbers and assumed a de-risked market compounded average growth rate of 6%. It is also important to note that the delivery of Grow is to a significant extent dependent on our pricing and margin management. Does this work? Okay. For Deliver, it is all about getting under the hood of the car and see how we can get the self-inflicted complexity and inefficiencies out of the system.
With the significant progress that we have made in our ERP, our computer systems consolidation initiative, with now 95% of our business on four main SAP platforms. We now have data and transparency to drive further efficiencies and improvements, including product management and integrated supply chain productivity gains and savings. It is a major improvement over the 52 old and obsolete ERP systems we started the journey with in 2018. With demands recovering quickly in early 2021, coupled with supply chain shortages of supply and raw materials, along with various other events like weather events, we saw significant raw material cost inflation in our industry in 2021.
For the full- year of 2021, we saw approximately a 20% raw material cost inflation versus 2020, resulting, as I stated before, in a total cost headwind for the company of about EUR 717 million. For Q4, the raw material cost inflation was already higher than 30%, resulting in a EUR 325 million headwind in that quarter alone. For the recent first quarter, this year in 2022, the raw material and freight inflation was EUR 334 million versus the same period last year. In response, we have implemented strong pricing initiatives with 7% pricing for the full- year of 2021 and with 12.5% in the fourth quarter. Despite our quick pricing response, the pricing in 2021 was not enough yet to fully offset the extraordinary inflation.
As a result, the company was negatively impacted by around EUR 150 million of net pricing versus raw material cost inflation. As we have announced in our Q1 results yesterday, I'm very pleased to inform you that having delivered 17% pricing in Q1, we now were fully able to offset raw material and freight inflation for the first full quarter. Our progress has been reflected in our share price. We have unlocked and delivered significant shareholder value since 2017, despite years of having operated in extremely volatile markets. We are determined to continue build on our strong foundation and drive growth and deliver initiatives. We've also been very consistently executing on our capital allocation priorities. We are investing in organic, profitable growth with roughly 3% capital expenditure versus revenue, and we have a stable to rising dividend policy.
We are executing on our bolt-on acquisition strategy and making sure that they are value accretive to the shareholder. We also continue with our plans of modular share buybacks. This is all in a framework of a leverage ratio between one and two, while retaining a strong investment credit rating. In that context, I'm extremely pleased to inform everyone that this morning we have completed the Grupo Orbis acquisition to boost our investment in growth in Latin America. Grupo Orbis is present in 10 countries in Central America, South America, and the Antilles. Grupo Orbis has a consolidated revenue of around EUR 360 million. The transaction includes the Pintuco Paints and Coatings business, Andercol, Poliquim, and Mundial, the distribution services, as well as Centro de Servicios Mundial, the shared services center.
The Pintuco portfolio consists of three-quarters of decorative paints and 25% of coatings, offering a wide range of products across 10 countries, creating several exciting opportunities for revenue and cost synergies. It is clear that this acquisition will strengthen our long-term growth and aspiration and position in Latin America. To put it in the context, Latin America for us is a very attractive market where we have traditionally had leading strong positions in the southern cone of the region, especially Brazil and Argentina. With the Grupo Orbis acquisition, it serves as an expansion platform to the northern part of the region because Grupo Orbis was a leader from Ecuador to Central America with strong distribution and supply chain capabilities. With the addition of Grupo Orbis, our paints and coatings business in Latin America will now be greater than EUR 1 billion.
Other around the capital allocation, we continue our modular share buyback approach as a key part of our total strategy. Our share buybacks have resulted in a 29% reduction of shares by 2021 versus 2018, with EUR 2.5 billion related to the specialty chemicals divestment and subsequent EUR 1.7 billion of modular share buybacks. Having completed the previous EUR 1 billion share buyback program in January of this year, we have initiated a new EUR 500 million share buyback program that started in March, and which is expected to reduce our share count further to around 170 million shares as an estimate. We continue also to execute our stable to rising dividend policy.
We have proposed a final dividend of EUR 1.54 per share for 2021, which will result in a total dividend of EUR 1.98 a share for 2021, making it another year of increased dividend per share. For full- year 2021, adjusted earnings per share was about 5% higher at EUR 4.07. As Nils indicated, 2021 was a true stress test for the new AkzoNobel in an increasingly difficult operating environment. Despite the challenges, including the raw material cost inflation of EUR 770 million and the industry-wide supply constraints, we were able to grow the revenue by 12% and more importantly, protect our profit approximately flat versus prior year. As mentioned earlier, we continue to drive shareholder returns, having repurchased EUR 1.1 billion worth of shares in 2021.
As I just indicated, we announced in 2021 the acquisition of Grupo Orbis and now have closed it today. What is extremely exciting is that during this journey, sustainability has become really part of our DNA. Our holistic approach ensures that we continue to make progress as a sustainability leader in our industry. People. Planet. Paint., has now become truly the purpose statement for our company and for the future generations. A promise that we'll keep innovating to address key global issues to remain at the forefront of the industry. We target at least 30% female executives by 2025 and a top quartile engagement score. In 2021, we further improved our Organizational Health Index by three points, achieving 72 out of 100, just three points away from the absolute top quartile.
Last year, we had 22% female executives, with 33% in our Supervisory Board and 43% in the Executive Committee. One of the year's most significant developments in our ongoing drive to help tackle climate change was gaining official validation for our science-based sustainability targets from the Science Based Targets initiative board. We are proud to be the first company in our industry to receive SBTI approval for our carbon reduction targets that include also Scope 3. The commitment we've made is aligned with the Paris Agreement. We aim to cut our Scope 1, 2, and 3 carbon emissions in half by 2030. For our own operations, we have already reduced our footprint by 21% last year versus a baseline of 2018. Converting to renewable energy and electricity is key to our overall ambition to halving our carbon emission.
By 2030, we aim to have shifted to 100% renewable electricity at all our locations globally, and we have reached 45% by now. It is important to note that our operations in Europe have fully switched already over to renewable sources as of January this year. For Scope 3, we are taking action by increasing our sustainable solutions while our pioneering Paint the Future collaboration ecosystem approach continues to gather momentum. It's focused on engaging with suppliers and customers across the whole chain around the world to collectively find solutions to reduce our Scope 3 emissions. Paint the Future is the ecosystem that we have started to build in 2019 for collaborative innovation with external stakeholders. It is recognizing that we know a lot, but we don't know everything.
In that spirit, it has become quickly the reference for how to do open innovation in multiple industries around us. We have recently completed our global Paint the Future Startup Challenge, where we attracted 246 submissions from 62 countries, out of which 10 finalists were invited for the finals in Amsterdam to participate in a boot camp program. Three winners were selected after that intense three-day program. This was AkzoNobel's second Global Startup Challenge, and regional startup challenges have also been introduced. In our effort to meet our SBTI commitments, we have started a supplier challenge initiative under the Paint the Future flag, where we focus on our top 200 suppliers representing the vast majority of our Scope 3 emissions.
It is critical for us that we influence and drive collaborative innovation with our suppliers to set the right level of urgency and to set ambitious carbon reduction targets that we can work towards together. Our collaborative sustainability challenge is a pioneering initiative to collectively accelerate carbon reduction in our paints and coatings industry. We have designed a 24-hour challenge in May of 2022 to bring together our value chain partners to develop a shared approach to tackle climate change. Senior executives and next generation leaders from a select group of partners, including suppliers and customers, will be engaging in this open discussion. Our position as a clear sustainability leader in our industry is recognized by a range of independent auditors and external rating agencies during several consecutive years now.
Last year, our efforts were recognized by the Terra Carta Seal, which was represented by His Royal Highness the Prince of Wales during the COP26 in Glasgow. Notably, as the only representative of the chemical industry, as AkzoNobel in a group of 45 companies. Recently, we have been awarded the platinum status by EcoVadis. It is the eighth year in a row that we have received from them the highest rating. A key contributing factor was our ambitious science-based sustainability targets of halving our carbon footprint across the full value chain by 2030. With that, Nils, back to you.
Thank you, Thierry. We will now answer questions related to this agenda item. Hilka, could you please read the questions, please?
Happy to do that. Yes, we received four questions from the Dutch Association of Investors for Sustainable Development, sorry. In short, VBDO. Firstly, VBDO congratulates AkzoNobel with receiving the Terra Carta Seal, and notes to be pleased with AkzoNobel's course of action regarding climate mitigation, such as the company SBTi approved carbon reduction target. VBDO wants to know if AkzoNobel can commit to report on its sustainable products methodology, and how it will keep raising the bar in the industry in the 2022 annual report. Additionally, VBDO asks whether this target will be included in the executive compensation in the coming years. VBDO's second question concerns biodiversity loss. VBDO appreciates that AkzoNobel recognizes the importance of this topic for society, even though it's not identified as material in the materiality matrix, and that AkzoNobel discloses metrics related to biodiversity.
VBDO notes that AkzoNobel purchases and produces chemicals with potential harmful emissions across all life cycle. VBDO asks how AkzoNobel maps the company's impact on biodiversity upstream and downstream in the supply chain. VBDO also wants to know what the progress of the company's position statement is, and if a new biodiversity policy, based on salient risks and impacts, may be expected in 2022. In connection with the third question, VBDO notes that the European Parliament recently adopted a proposal for a due diligence directive that requires companies to identify, address, and remedy their impact on human rights and the environment in the value chain. AkzoNobel reported that supplier sustainability practice are important using programs provided by Together for Sustainability, but VBDO did not find evidence of the outcomes of these programs.
The new directive requires companies to openly report on how the impact on human rights is remedied. VBDO asks what actions AkzoNobel is taking in 2022 to prepare for this new directive. In its final question, the VBDO notes that the European Union is working towards a gender-equal Europe in 2025, and that the gender pay gap is a key objective in the EU Gender Equality Strategy. AkzoNobel has assessed the gender pay gap for the company's U.K. division. VBDO notes not to have found evidence that AkzoNobel conducted pay gap analysis for the remainder of the company. VBDO would like to know more about AkzoNobel's plans regarding conducting pay gap analysis beyond the U.K., and whether global assessment can be expected this year. Back to you, Nils.
Thank you, Hilka. Thierry, could you answer the first three questions, and then the final question on remuneration will be answered by Dick then.
Yeah. Thank you, Nils. In response to the first question, sustainable solutions are indeed a key element of our strategy, and we continue to report on this percentage in our annual report. Our methodology, which we call the SPPA methodology, is explained quite extensively in our reporting principles, and we will continue to do so. In short, for us, a sustainable solution is a product that outperforms the mainstream solutions at least one of the criteria and does not adversely affect any other of the criteria we define. For example, less waste would be one, or reduced carbon and energy. The extensive methodology of our reporting principles is available on our website. VBDO's second question is concerning biodiversity.
I would like to start by confirming that we will indeed be providing a biodiversity position statement in the upcoming period. As noted by VBDO, we increased our disclosure around this topic and reiterated that biodiversity and land use are currently not considered to be key material topics to AkzoNobel, given the limited impact from our operations on biodiversity. We do, however, continue to report on a number of metrics related to biodiversity, such as NOx, SOx, and COD. Our key focus areas are related to climate and water use, for which we have set clear KPIs as published in our annual report. That's including a 50% reduction in carbon emissions for our full value chain, and 100% of our water intensive sites reuse water.
We will also endorse the CEO Water Mandate and have clear internal procedures for sustainable water usage. Currently, we map the upstream and the downstream impact. Mostly to carbon emissions emitted in application and end of life, which we disclose also in our annual report. In a response to the third question from VBDO, AkzoNobel has implemented the UN Guiding Principles on Business and Human Rights in its policies, processes, and practices. Our codes of conduct for our employees and for our business partners are based on these international guidelines. We are currently assessing the initial impact of the proposed Due Diligence Directive for AkzoNobel. We are specifically looking at our supply chain to our supplier sustainability framework, which includes programs and KPIs to monitor the developments.
Our supplier performance is monitored through the EcoVadis self-assessments and on-site third-party audits that we carry out via the Together for Sustainability initiative. The assessments and audits are based on established global principles such as the UN Global Compact Principles and the Responsible Care charter. To drive improvement, we lowered the spent threshold to include more suppliers in this specific assessment. It has resulted in a 9 percentage point increase on supplier assessments. Through these assessments and audits, we also see an increase in supplier performance of 6 percentage points with 57% of suppliers assessed meeting our expectations, compared to 51% in 2020. On the final question from VBDO, I'd like to note that following the mandatory gender pay gap analysis in the U.K., AkzoNobel has also conducted a high-level analysis for its largest 5 countries in 2020.
As this was a high-level analysis, the outcomes did not give sufficient insight whether or not a pay gap exists. Therefore, we've decided that AkzoNobel will conduct a detailed statistical analysis in 2022, and it will be facilitated by an external party to identify any possible pay gap and to determine if such a pay gap is due to a gender bias or could be explained by other factors than gender. With that, Nils, back to you.
Thank you, Thierry. Dick, as Chairman of the Remuneration Committee, could you please explain or answer VBDO's question whether the company's SBTI approved carbon reduction target will be included in the executive compensation, please?
Yes, Nils. Last year, the remuneration policy for the Board of Management was updated and approved at the 2021 AGM. The update included a 20% ESG linked component for the LTI. The current ESG metrics, as disclosed in our annual report, are related to safety, energy, renewable electricity, and waste. For now, we are very happy with the current set of ESG component of the LTI. Although we, of course, continue to monitor relevant developments and will consult with relevant shareholders and stakeholders when we are updating our policy. Back to you, Nils.
Thank you, Dick. Hilka, could you please take us through the other questions received on this point?
Sure, Nils. We received the following questions from European Investors VEB on the agenda item. Firstly, VEB notes that AkzoNobel aims for achieving market leadership in those parts where markets are growing. We, VEB would like to know where AkzoNobel could have performed better. Secondly, VEB also would like to know the current status and progress to date regarding the IT landscape rationalization as referred to in the annual report 2021. Thirdly, VEB asked whether the rationale is for setting up regional accounting centers and how the implementation of these centers impacted AkzoNobel's processes and controls during the year.
Finally, VEB noted that the CEO, Thierry Vanlancker, has three external mandates, having added a new position last year with Etex NV. Furthermore, he is appointed Chairman of the Board of Aliaxis SA, effective May 24, 2022. VEB asked the supervisory board to share its considerations for allowing Mr. Vanlancker has a new external mandate. The VEB further wants to know how a third position is justified as AkzoNobel's rules of procedure for the management board and the executive committee allow for a maximum of two supervisory board positions, and whether it is wise for a CEO to assume multiple non-executive roles while AkzoNobel is still in the middle of a transformation. Back to you, Nils.
Thank you, Hilka. Before handing over to Thierry to answer the first question and Maarten to answer the second and third question, I would address the question on Thierry's external mandates. Etex NV is a sister company of Aliaxis SA, of which company Thierry was already a non-executive board member. Aliaxis and Etex actually used to be one company called Eternit, and joining the board of Etex simplified Thierry's role at Aliaxis. To accommodate the Etex meetings, Thierry stepped down at the Aliaxis audit committee and is not joining one of the other committees.
As both Aliaxis and Etex are non-listed companies, the maximum positions allowed per the rules of procedure that were applicable at the time did not apply. After accepting the position with Etex, the rules of procedure were slightly changed, but will still follow the exemptions provided that these are allowed by the law. Thierry has been and is very engaged and committed in fulfilling his duties as the CEO of AkzoNobel. Given that the foregoing and is in accordance with the rules of procedure, the Supervisory Board approved the non-executive position with Etex. In addition, Thierry is not considered to have too many supervisory board positions under Dutch corporate law and Dutch Corporate Governance Code. Thierry, could you please answer the VEB's second question?
Yeah. Thank you, Nils. The past two years since the announcement of the Grow & Deliver strategy, it has been, as I've just indicated, pretty extremely challenging outside environment. In that difficult and challenging environment, we delivered the revenue growth 1% above the market, with around 13% organic revenue growth, which is in line with our ambition to grow at or above our relevant markets. In 2021, we saw significant disruptions across our supply chains and shortages of key raw materials that caused unprecedented cost inflation. Our commercial teams responded in a quick and a very agile way to implement pricing initiatives with the aim to offset inflation, and did so faster than competitors.
For the full- year, raw material cost inflation totaled around EUR 770 million, and despite this massive headwind, we were able to safeguard our profitability, maintaining our EBITDA at EUR 1.44 billion. With that, back to you, Nils.
Thank you, Thierry. Maarten, could you please reply or comment on the VEB's questions on the IT landscape, rationalization, and the regional accounting centers?
Yeah, no problem. Thank you, Nils, and good afternoon, everybody. In the past years, we have laid strong foundation that enables our Grow & Deliver strategy, including our systems and processes. We are now at 95% of our revenues on our four main SAP platforms, with our PRISM platform covering 70% of our revenues. Our ambition is to consolidate all transactions on our PRISM SAP platform over time. We have just completed the planned PRISM rollout in Asia. This project has already been instrumental in increasing the transparency of data. We have significantly improved our forecasting capabilities to support our pricing initiatives. As a result, we've caught up with the significant raw material and freight inflation this past first quarter.
On the other question from the VEB, from a processes perspective, our global business services network was another important pillar of building a strong foundation for growth. In 2017, there were just 350 people within this part of the organization. Now we have six GBS hubs operational with 3,000 colleagues executing our transactional processes. That covers, for instance, invoice to cash, purchase to pay, record to report, people services, and also master data. Our first goal was to centralize our end-to-end processes in order to increase transparency and reliability, and then standardize and automate our end-to-end processes to increase cost productivity. Now we have much more insights and much more transparency, therefore resulting in high-quality analytics, but also resulting in improved controls. This enables our deliver initiatives across the end-to-end supply chain, as well as our product management initiatives.
With that, back to you, Nils.
Thank you, Maarten. Hilka, did we receive additional questions on this point?
Not to this moment.
Not at this moment. We move to agenda 3A. Agenda 3A concerns the adoption of the 2021 financial statements of the company. Hilka, I'm sure there are some questions here.
Sure, Nils. The European Investors VEB notes that in previous years, from 2018 to 2020, the transformation to deliver towards the Winning together: 15 by 20 strategy was the key audit matter. This year, PwC identified ongoing transformation of the organization system, processes, and controls as a key audit matter. VEB wants to know how the audit procedures performed for the 2021 financial statements differed from previous years procedures. VEB further asks how the implementation of the regional accounting centers impacted PwC's audit procedures.
Well, thank you, Hilka. Fortunately, we have Fernand Izeboud here today representing our external auditor, PwC. Fernand, would you be kind enough to answer those questions?
Sure, I will. Thank you, Hilka, and thank you, Nils. Good afternoon, shareholders. My name is Fernand Izeboud of PwC, and I'm happy to present our independent auditor's report on the 2021 financial statements. Thank you for the questions asked by you in advance of the meeting. I will address them as part of my overall comments, and I will take further questions thereafter if there are any. On February 28, we issued two reports, one on the financial statements and the second on the non-financial performance indicators in the sustainability statements. You can find these on pages 137-145 of the annual report. I've signed both of these on behalf of PwC with my personal name, and this is to emphasize that I feel personally responsible to the users of our report to deliver quality work.
Both reports are unqualified, meaning that the financial statements are not materially misstated in our opinion, and we have not found material misstatements in the sustainability indicators referred to in our report. We also concluded that the information in the management report is consistent with the results of our audit. In our reports, we discuss various aspects of our audit, including the application of materiality, our scoping, our key audit matters, as well as the scope of our assurance on the sustainability indicators. You have been able to read the detail of the reports. Today, let me take the opportunity to add some color to, on the one hand, the size of the audit, and secondly, to discuss our choice of key audit matters. First, I'll give you a feel of the size of the audit. I do not do this by myself.
It involves over 75,000 hours by more than 100 colleagues in 18 countries, so this is sizable. It includes specialists in the areas of valuation, remuneration, pensions, tax, fraud, and IT, all of them from PwC. You can imagine that a large part of the work of my group team relates to the supervision and review of these specialists and of the foreign teams. As part of this, my group team performs site reviews, and these were virtually in COVID times, in over nine countries. Throughout the year, I met with a wide range of people within AkzoNobel, including members of the Board of Management. We've had robust discussions with the Audit Committee and the Supervisory Board. There's very active engagement. Our insights are respected and taken seriously.
This entire context has supported me in overseeing this audit and to satisfy myself that we are collectively doing what is needed and provide you as shareholders with a robust audit. Let me move to the key audit matters or KAMs, in short. These are those matters that, in our professional judgment, were of most significance in the audit of the financial statements. In our report, you will find three. Two are the same as in 2020. They relate to the valuations of the pension provisions and the valuation of the deferred tax assets and uncertain tax positions. These remained relevant in 2021, mainly because of their magnitude and the complex process and judgments underlying these valuations. The third KAM is new.
It's titled Ongoing Transformation of the Organization, Systems, Processes and Controls, which is pretty descriptive of what it is about. It replaces a prior year KAM discussing the impact of the 15 by 20 strategy, and that strategy is now superseded, as was discussed earlier today, by the Grow & Deliver strategy. In this new strategy, the company continues its transformation effort, and the key audit matter informs you of how this continues to impact our work. To address the question from the VEB on how this change impacts our audit compared to prior year, I would respond that on the whole, the nature of our procedures has not significantly changed compared to prior year.
On the VEB's second question relating to the audit impact of the regional accounting centers, and I think this follows up on the question just asked to Maarten, I would point towards the same KAM where we refer to the business service hubs and these refer also to the regional accounting centers. Over the past years, the company had been transitioning towards the new target operating model, including the setup of these hubs, and these are key to the financial reporting process. Now, this impacts our audit as it determines the setup of processes and controls that might cause changes to our audit approach.
On a very practical level, it drives which audit work should be performed centrally at these centers and which work should be performed in the various operating companies, and how we organize, supervise, and review this work as a group team. This concludes my comments. We value the relationship with you as shareholders, and on behalf of PwC, thank you very much for your attention and thank you for your trust, and I will be happy to take questions. Back to you, Nils.
Well, thank you, Fernand, for both answering the questions but also putting the context around it. That was very good. Hilka, do we have further questions to this point?
Yes, we actually received one question, in addition from the European Investors VEB for PwC. What were PwC's findings, observations, conclusions regarding the fraud risk identified?
Fernand?
Yes. Thank you for that question. Well, as you can see in our audit opinion, we've included an expanded paragraph on exactly this question, on how we look at the fraud risks and what our approach and conclusions were, and it's relatively extensive. We performed quite in-depth procedures to look at how the company itself does a risk assessment. We did our own risk assessment. We looked at the procedures performed by the company, the speak-up line. We followed up on matters in the speak-up line, and overall, we concluded that there were no frauds material to the financial statements as a whole.
Thank you, Fernand. Any further questions to this point, Hilka?
Not at this moment.
Not at this moment. Thank you. As already noted by Hilka in her introduction, please be reminded that you can cast your votes at all times during the meeting. Just keep that in mind. Now I'll continue with item 3 B on the agenda, the discussion of the dividend policy. The dividend policy, as presented by Thierry already, is to pay a stable to rising dividend. The dividend will be paid in cash, and the final dividend of EUR 1.54 per share is proposed, which together with the interim dividend already paid out of EUR 0.44, will equal a total 2021 dividend of EUR 1.98, compared to a total in 2020 of EUR 1.95. Hilka, are there any questions to this point?
Not at the moment, not on the dividend policy. No? Good. And the next item on the agenda is item 3C, the profit allocation and adoption of the dividend proposal. As explained for the financial year 2021, dividend of EUR 1.98 per common share is proposed. And in November 2021, an interim dividend of EUR 0.44 was declared and paid. Upon adoption of the resolution, the remaining final dividend of EUR 1.54 per share will be paid in cash on May 4, 2022, under the terms published by AkzoNobel. The supervisory board recommends adoption of this proposal of this proposed final dividend for the year 2021. Hilka, did we get any questions to this matter? Nothing on this, Nils. Nothing on this either.
Agenda point 3D on the agenda concerns the remuneration report 2021. I'll now hand over to the Chairman of the Remuneration Committee, Mr. Dick Sluimers, for a short presentation of the remuneration report 2021. In accordance with Dutch legislation, the remuneration report for 2021 needs to be submitted to the annual general meetings of shareholders for an advisory vote. The remuneration report 2021 is already available in the annual report 2021. Dick, could you please take us through the remuneration report of 2021? Thank you.
Yes, Nils. Thank you. Ladies and gentlemen. In my role as chairman of the Remuneration Committee, I'm pleased to be here and to address to you today. In the first slide on page 2 that summarize the main elements of remuneration of the Board of Management, Mr. Vanlancker and Mr. de Vries in 2021. Their compensation terms follow the remuneration policy as was approved by the AGM in 2021, which is noted in the annual report. As the report breaks down the remuneration that both executives received last year, I propose to give you an overview of it rather than spend time on the details. However, I'm happy to take any questions that you may have once we reach the question-and-answer sections of today's meeting.
Last year, the remuneration report 2020 received less than 50% of favorable votes at the AGM, and investors and other stakeholders requested further disclosure on the Board of Management remuneration. Therefore, this year's report is much more transparent in the objectives relating to the short-term and long-term incentives, both on personal objectives as on financial objectives. Despite this improvement, we again received critical feedback on this year's remuneration report. As a Supervisory Board, we truly regret this, especially since the Supervisory Board believes significant progress on transparency has been made compared with last year. I will address the two main reasons for criticism later on. In summary, following the approval of the new remuneration policy by the AGM last year, the executives' annual base salaries were set at EUR 1,150,000 from Mr.
Vanlancker and at EUR 710,000 from Mr. de Vries in 2021. The remainder of their compensation packages largely comprised performance-related components. This incentivizes the achievement of stretching financial and strategic targets, which are assessed over a one-year and a three-year period. The details on the 2021 realization for the STI and the LTI are presented on page 3. You will see that the executive STI bonuses are based on company's financial performance alongside their individual contributions, which we measure over a year. The Adjusted OPI and OCF targets that the board had set at the start of the 2021 were stretching. Although there is much to be proud of, the performance on OCF was below threshold last year.
While the performance on the Adjusted OPI was close to target. It was EUR 1,092 million versus a target of EUR 1.1 billion. Together with an above target performance on the non-financial elements, for among others, successfully anticipating on the increased prices for raw materials, successfully implementing the new strategy, and realizing further improvements in the Organizational Health Index score, this resulted in bonus payouts below targets for both executives. The LTI incentivizes company's performance over a period of three financial years. Until 2020, the plan promotes the creation of shareholder value by assessing share price performance via TSR, Total Shareholder Return, and profit performance via ROI, Return on Investment. AkzoNobel's TSR performance during the performance period resulted in the seventh position within the ranking of peer group companies.
The ranking resulted in a vesting of 25% of this part of the long-term incentive. Last year, the Supervisory Board used its discretionary power to evaluate ROI performance against the 2020 ROI payout curve, which is linked to our Grow & Deliver strategy, and has an ambition of 20% excluding unallocated cost. This was explained by the Supervisory Board by stating that the ROI target, as set in 2018, proved to be overambitious compared to the industry, and could be detrimental to the Supervisory Board desire to see AkzoNobel investing in innovation, commercial, and plant modernization to enable it grow faster than the industry as a whole. This decision is further explained on Slide 4.
As the ROI ambition of 20% applies to the entire three-year strategy cycle for Grow & Deliver, the Supervisory Board did not reduce the target on ROI, but consistent with the 2020 approach, used its discretionary power this year again and assesses ROI performance against the 2020 payout curve for ROI. This resulted in a vesting of 91.67% for this specific part of the long-term incentive. Based on the company's combined ROI and TSR performance, and after including the dividend yield of 13.14%, the final vesting percentage of the 2019 conditional grants equaled 66%. The use of these discretionary powers by the Supervisory Board to review ROI performance for 2021 against the ROI ambitions under Grow & Deliver is one of the main reasons for criticism on the 2021 remuneration report.
The supervisory board, however, is of the opinion that this approach is very much consistent with the last year decision, and the situation is still the same, whereas the ROI performance range under 15 by 20 is overambitious and could come at the detriment of growth considering the Grow & Deliver strategy. The company provides conditional shares to both executives in 2021. These shares will only be released to them in 2024 if the planned three-year target on Adjusted EBITDA, ROI, including allocated cost, relative revenue growth, and ESG are achieved and will be subject to a further two-year holding period. 26,713 shares were conditionally granted to Mr. Vanlancker, and 12,369 shares were conditionally granted to Mr. de Vries.
It was agreed at the general meeting in 2018 to temporarily suspend the annual share matching plan and replace it by a one-off three-year performance incentive plan to support the company's 15 by 20 profit growth ambition. With the successful delivery of the 15 by 20, share matching is again one of the components of the remuneration policy as of 2021. Last year, Mr. Vanlancker received 1,720 matching shares that were conditionally granted to him in 2018 prior to the launch of the 15 by 20 performance incentive plan. The second reason for critical feedback on the remuneration report is the one-off share grant Mr. Vanlancker received because of his reappointment.
The Supervisory Board want to re-emphasize that this additional one-off share grant has been part of Mr. Vanlancker's reappointment at the AGM of 2021, and represents 70% of the at target incentive compensation forgone, taking into consideration the two-year term of his reappointment. The Supervisory Board will take the received feedback into consideration and will intensify its engagement with the shareholders to address their concerns. Following the approval of the remuneration policy for the Supervisory Board by the AGM in 2021, members of the Supervisory Board receive a fixed remuneration based on the roles and responsibilities. In accordance with the rules, members are not remunerated in shares. Travel expenses and facilities are borne by the company and reviewed by the audit committee. Implementation of the remuneration policy for the Supervisory Board in 2021 resulted in the payout presented on the slide on page 5.
I would like to end it by thanking you all for your attention and back to you, Nils.
Thank you, Dick, for this very elaborate explanation. I'm sure there will be some questions to this point.
Yes, there are. European Investors VEB note that the supervisory board applied its discretionary power to assess performance on the ROI target for the LTI. In VEB's view, the remuneration report could benefit from an additional explanation on how exactly the supervisory board applied its discretionary power and ask the supervisory board to elaborate on this. Back to you, Nils.
Thank you very much. This is both a statement and a question, but Dick, nevertheless, would you like to give an answer?
Yes, Nils. Well, this item, of course, was quite discussed in the Supervisory Board. What we did here is, in fact, try to get this metric of ROI in line with the Grow & Deliver strategy. That's basically what we have done. We thought that the metric that was used before, 25%, was rather overambitious and could hamper discussions and decisions on investments. I think there is no more to it than that. That is basically the reason why we'll use again our discretionary powers, Nils.
Yeah. Thank you very much again. Dick and Hilka, any further questions under this item?
Yes. We received one further question on this agenda item from, again, the European Investors VEB. For the STI management achieved above target performance on pricing strategy, can the Supervisory Board comment on what specific achievements were taken into consideration?
Dick, will you take that one as well?
Yes. Thank you, Nils. Well, as you can see, and also read in our annual report, that part is responsible for one sixth of the personal target metrics. What of course is important here, there was not a very specific target set, but the point is here to what extent management has been able, and I think that the results and also shown in this annual report show that they were able is to cope with the increase of raw material prices in a quick response in pricing our products itself. Again, if you look to annual report, we can say that management have been quite successful doing that. They have shown some very quick and lenient response on this matter.
For that reason, Nils, they were awarded a result in this type of metric that was above target.
Thank you, Dick. If I may add here, you will have seen, those of you who followed it, from the publication yesterday of the first quarter results, that actually the strong pricing action we took last year and in the first quarter this year has indeed given us results that exceeds the external world's expectations. I think that proves, okay, after the grant was given, but it does prove that evaluation wasn't completely off. Hilka, any further questions?
Yes. We have received a second follow-up question from European Investors VEB on this item. It is rather unusual that shareholders give critical feedback on the remuneration report two years in a row. How does the supervisory board reflect on this? How will the supervisory board act so as to accommodate shareholders' concern?
Dick, again, that is a question for you.
Yes. Thank you, Nils. Well, I would say, as I have said, we will continue our discussion with shareholders. We, of course, understand that a second negative vote on this remuneration report is not an optimal outcome. Again, what we have done here is consistent with what we have done last year. That was the reason that we did it. Unfortunately, the shareholders did not appreciate it. While we, as I said in my statement, we done this because we truly believe that for supporting investments in the right way, so that we could really sustain a growth and deliver strategy, that it is important that we do not set targets too high and are overambitious. That's the reason that we did stick to it.
Of course, again, we will continue to discuss this matter with shareholders and we realize that this is not an optimal outcome. Thanks, Nils.
Thank you, Dick. Are there further questions received on this item, Hilka?
Nothing.
Not at this time. That brings us then on to agenda item 4A, and that is the discharge from liability of the members of the Board of Management in office in 2021 for the poor performance of their duties during that year. Hilka, any questions here?
No, nothing.
Nothing yet. Agenda item 4B concerns the discharge from liability of the members of the Supervisory Board in office for 2021 for the performance of their duties in the year. Hilka, did we get any questions for this one?
No questions on that.
No questions. Thank you very much. We'll then proceed directly with the agenda item 5A, concerning the amendment of the remuneration policy for the Board of Management. The Chairman of the Remuneration Committee, Mr. Dick Sluimers, will give a short presentation on this item. Dick, over to you.
Yes, thank you, Nils. At the AGM last year, the Supervisory Board proposed a new remuneration policy for the Board of Management as well for the Supervisory Board. Yes, thank you. To support AkzoNobel's clear strategy focus to become the reference in paints and coatings industry. As explained last year, the new remuneration policy has been designed to attract and retain high caliber members for the Board of Management by offering remuneration that is competitive within the European context, as is the labor market reference. The Supervisory Board concluded in 2021 that the proposed remuneration policy for the Board of Management indeed aligns with the objectives of the company.
However, as agreed during the last year's annual general meeting, operating cash flow is one of the two financial metrics, the other being Adjusted OPI, I explained that a few moments ago, that determines the payout of the short-term incentive for the members of the Board of Management. The Supervisory Board now propose to replace OCF by free cash flow. The reason being is that OCF is an internal metric which is not externally published, and the focus is only on Adjusted EBITDA, CapEx, and working capital. Therefore, OCF is viewed as what the Board of Management can operationally control directly. Besides, feedback has been received from shareholders who favor free cash flow over operating cash flow, as free cash flow is a metric that is published externally and therefore well-recognized by investors.
Ultimately, the Board of Management is expected to steer on free cash flow as it also includes elements like interest, tax, and cash out from provisions. The AGM has asked for the support in making this amendment to the remuneration policy. Your support is therefore very much appreciated. It should be stated, as you can see on the slides on page 8 and page 9, that at this moment, no other amendments to the remuneration policy for the Management Board are being proposed. There are also no changes whatsoever being proposed regarding the remuneration policy of the Supervisory Board. Thanks, and thank you. Back to you.
Yeah. Thank you, Dick. Hilka, do we have any questions on this point?
Yes, we do. The European Investors VEB noted that this proposal marks the third amendment of the Remuneration Policy for the Board of Management in three years. The Supervisory Board now proposes to replace the operating cash flow, OCF, performance metric for the STI by free cash flow, FCF. AkzoNobel defines OCF as operating income, including DNA, adjusted for the change in operating working capital and CapEx. According to the explanatory notes, FCF also includes tax, interest, and cash out from provisions. VEB wants to know why FCF, free cash flow, would serve as a better proxy for company performance. Back to you, Nils.
Thank you, Hilka. Dick, would you take this question and elaborate on the point?
Yes.
Where uncertainty exists?
Yes. Thank you, Nils. The reason for this change is that OCF is an internal metric focusing only on Adjusted EBITDA, CapEx, and working capital. As it is not externally published, it also is a less recognized metric for shareholders. Free cash flow also includes elements like interest, tax, and cash out from provisions, and is also published externally and therefore recognizable by shareholders. Ultimately, as I said before, the Board of Management is expected to steer on free cash flow. By making this amendment, there will be more alignment with shareholders' interest. Back to you, Nils.
Thank you, Dick Sluimers, I hope the answer and the clarifications were satisfactory. Hilka, do we have any further questions to this point? We did not receive yet follow-up questions. So far so good. Then we will move to item 6A, and that concerns the reappointment of our CFO, Maarten de Vries, as member of the Board of Management. A short resume, as well, a summary of the main elements of his contract are published on our website. The holders of the priority shares have resolved not to make use of their binding nomination right. We're delighted that Mr. de Vries is available for to be reappointed for another term of four years. Hilka, did we receive any questions to this point? No questions on this topic. No. No questions so far. Good.
Then I'll go to the next item on the agenda, which is 7A, which is the appointment of Mr. Ester Baiget to the supervisory board. The appointment of Mr. Hans Van Bylen to the supervisory board. The nominations of Ester and Hans conclude an intensive search and selection process conducted by the supervisory board in cooperation with an internationally renowned executive search firm. Their nominations were announced on March 9, 2022. Ester brings a wealth of knowledge in science and sustainability, and has held manufacturing, technical, commercial, and strategic roles. She is an experienced international leader with a strong track record, and is currently CEO of the Danish-listed company Novozymes. Before I go on and talk about Hans, I think, Ester, maybe you'd say a few words about yourself.
Thank you. Thank you, Nils, for this beautiful and warm words and introduction. Dear AkzoNobel shareholders, I would like to express my humble and sincere thanks for your support of my nomination to become a member of the supervisory board of AkzoNobel. I'm delighted and proud to embrace the responsibility, and I'm eager to become part of this prestigious team and contribute to AkzoNobel successful strategic direction. As Nils mentioned, I have more than 25 years under my belt of global experience in a broad range of industries and segments. Through my career, I have driven a transformational change, enhanced profitability, and set the foundation for long-term sustainable growth. My leadership nurtures a culture of inclusion, a culture of engagement, and thrive.
I am the CEO of Novozymes, a EUR 2 billion sales company and EUR 20 billion market cap biotech leading company. I come to work every day, and together with my 6,000 dedicated colleagues, to develop, to produce, to commercialize bio-based solutions that they enable the world a better place. Our microbes, our proteins, our enzymes, they help to produce solutions that live and lead to healthier lives and a healthier planet. As a global biotech sustainability and as a global leader in sustainability, as AkzoNobel also does, we encourage and we drive change across the value chain, not only at home, not only within our company, but as well within the societies that we operate. I can only be complimentary of the extraordinary work of the AkzoNobel supervisory board, of the chairman, of the CEO, and the entire leadership team.
I am particularly impressed with your trajectory of profitable growth and the genuine commitment to sustainability. As Thierry said, sustainability is clearly part of AkzoNobel's DNA. With that, I look forward to joining this impressive team and contributing to AkzoNobel's long-term sustainable growth and shareholder value creation. Thank you.
Thank you, Ester. I'm sure the shareholders will appreciate why we have asked you to join the team. Thank you.
Thank you.
I'll now continue to say a few words about Hans. Hans is former CEO of the listed company, Henkel, German company, and the former president of the German Association of the Chemical Industry, and brings a deep understanding of the adhesives, sealants, and functional coatings industry. His long-term contribution in executive roles and non-executive board experience illustrate very much his strong credentials. Hans was unfortunately not able to join today due to other prior commitments, so we will not have the pleasure of him presenting himself personally, but we will have a video. Let's play the video.
Dear shareholders of AkzoNobel, first of all, I would like to thank you for your trust and your support to become a member of the supervisory board of AkzoNobel. I do look very much forward to contribute to the success of AkzoNobel, to continue the creation of long-term value for all stakeholders. I do appreciate the opportunity to introduce myself at this occasion of the General Assembly. As Nils commented, I ended my executive career in 2020 as CEO of Henkel. Henkel, one of the leading global DAX companies. The size of EUR 20 billion and leading global market leader in adhesives, and also leading in personal care and home care. 50,000 employees and a strong agenda and track record of profitable growth. Also, Henkel is seen as a recognized leader in sustainability.
The last two years of my tenure in Germany, I was also elected as the President of the Germany Association of the Chemical Industry. Also there, I had the opportunity to shape a lot of ESG agendas, both on political industrial level and also on company level. As a non-executive, I am experienced both as a Chairman in supervisory governance, also as a Board Member, and also as committee heads of listed and private companies. Actually, I'm the Chairman of Ontex Group NV, a leading Belgian company in hygiene products. I'm also a Board Member of LANXESS AG, a German specialty chemicals company. I'm also a Board Member of Etex, a construction materials company. I am impressed by the excellent work done both at AkzoNobel, both by Supervisory Board, CEO and the executive team, and I'm also convinced about the further potential in this industry.
I hope, and I will do my best to contribute with all my abilities, my know-how, my experience, to the next phase of success of AkzoNobel, and I feel extremely proud to become part of this impressive and excellent team, board team of AkzoNobel. Many thanks, for making me a member. Thank you.
Nils.
I hope you'll see that we have found two very committed and very strong candidates for the Supervisory Board. We, of course, warmly recommend voting in favor. Now under the agenda 7C is the reappointment of myself for a second term of four years. Under item 7D, the reappointment of Mr. Byron Grote for a third term of two years. I'll hand over to Dick to comment on item 7C.
Thank you, Nils. Dear shareholders, the Supervisory Board is delighted that Nils has confirmed that he is available to be reappointed for a second term of four years. Nils has been our Chairman since 2018, and since then has also been the Chairman of the Nominating Committee and a member of the Remuneration Committee. Nils Andersen has an extensive experience in transport, logistics, fast-moving consumer goods, and food manufacturing and marketing. Nils provides a positive contribution to the Supervisory Board of AkzoNobel, which the Supervisory Board would very much like to see continued. If reappointed, it is the intention of the Supervisory Board that Nils will remain the Chairman of the Supervisory Board and Chairman of the Nominating Committee and member of the Remuneration Committee.
The Supervisory Board is also very pleased that Byron has confirmed that he is available to be reappointed for a third term of two years. Byron was appointed as a member of the Supervisory Board in 2014. Since 2015, Byron is the Vice Chairman of the Supervisory Board and the Chairman of the Audit Committee. Byron has extensive experience of complex multinational environments as well as a deep financial expertise. Byron provides a positive contribution to the Supervisory Board of AkzoNobel, which the Supervisory Board would like to see continued. If reappointed, it is the intention of the Supervisory Board that Byron will remain the Vice Chairman of the Supervisory Board and Chairman of the Audit Committee. Back to you, Nils.
Thank you, Dick, and thanks for the nice words. Hilka, did we receive any questions on this item, on these items?
Yes, we did. The European Investors VEB notes that two supervisory board members stepped down last year after their first term and wants to know what made the supervisory board decide to bring the number of supervisory board members to eight again. VEB further notes that Mr. Hans Van Bylen is the chairman of the Belgian listed company Ontex NV, which recently stated that the company's ongoing transformation requires a significant further time spent in addition to the chair's general tasks. VEB wants to know how the supervisory board ensures that Mr. Hans Van Bylen dedicates enough time and energy to AkzoNobel. Back to you, Nils.
Yeah. Thank you. Thank you very much, Hilka. On the number of supervisory board members, I would like to note that the nomination committee and the supervisory board continuously review the composition of the supervisory board, and also of its committees to optimize their fit for the future and to ensure appropriate succession planning. With the appointment of Ester and Hans Van Bylen, the members of the nomination committee concluded that the required expertise is sufficiently reflected in the supervisory board. Regarding VEB's second question regarding Hans Van Bylen's other board positions, I can confirm that the supervisory board is convinced that Mr. Van Bylen is very engaged and committed to contribute the adequate time to AkzoNobel's supervisory board.
As mentioned earlier, Mr. V an Bylen is highly experienced in both executive as non-executive roles and is well aware of the time commitment required to properly fulfill his duties as supervisory board member, both here and elsewhere. Finally, I'd like to know that Mr. Van Bylen is not considered to have too many supervisory board positions under the Dutch corporate law and the Dutch Corporate Governance Code. Hilka, did we receive any other questions on this item?
No further questions.
Good. Thank you. That brings us to agenda item eight, and it consists of two voting items which are proposed to the shareholders each year. The first is the extension of the authorization of the Board of Management to issue and grant subscription rights to shares up to a maximum of 10% of the total number of shares outstanding today, April 22nd, 2022. Difficult. On the same point, the extension of the authorization of the Board of Management to restrict or exclude the preemptive rights allowed to shareholders by virtue of the law in respect of the issue of shares or the granting of subscription rights in conformity with agenda item 8A, but only regarding shares issued pursuant to a decision of the Board of Management.
The authorizations are granted for 18 months and in accordance with the notes to the agenda of this meeting. Hilka, did we receive any questions to this point?
No. Nothing.
Nothing. That brings us directly to item nine, which includes the proposal concerning the authorization of the board of management for a period of 18 months, starting on April 22nd, 2022, or in case of a shorter period, until the day the authorization is again extended by the general meetings of shareholders to acquire common shares in the company's share capital at any time during this period. The number of shares to be acquired is limited to the maximum number of shares in the company's share capital, as permitted by law and the articles of association that the company may hold in its own share capital at any given moment. The maximum number of shares that the company will hold in its own share capital at any time shall not exceed 10% of the issued share capital.
Common shares may be acquired through the stock market or otherwise at a price between par value and the Euronext Amsterdam N.V. price on the day of purchase, plus 10%, on condition that the price is not higher than the opening price on the day of purchase. The proposal to allow the company to acquire shares, also at a price of 10% in excess of the opening price, has been inspired by the desire to have more flexibility in case price fluctuations occur during the day. The lower limit of the par value has been included in the proposal, as the law stipulates that besides an upper limit, also a lower limit is required. Hilka, did we receive any questions to this point?
Also not on this item.
We will go to the final item on the agenda today, agenda item 10, which concerns the proposal to reduce the issued share capital of the company by canceling common shares held or to be acquired by the company in its own share capital. The cancellation may be executed in one or more tranches. The number of shares held by the company, which shall be canceled, whether or not in a tranche, shall be determined by the board of management, but shall not exceed the maximum of the number of shares that may be acquired in accordance with the authorization referred to under agenda item nine. Cancellations may not be effected earlier than two months after a resolution to cancel shares is adopted and publicly announced. This will apply for each tranche.
Hilka, did we get any questions for this point?
Not for this agenda item.
Good. Hilka, did we receive any questions to other certain agenda items or other things that we haven't addressed?
We have four questions actually from the European Investors VEB follow-up questions. The first is on agenda item 3A, the financial statements 2021. VEB notes that Mr. Izeboud, hopef ully I pronounced that right, said that there was no significant change in their audit procedures, but wants to know if there are any specific new aspects. This is the only one for PwC. Shall we take that first?
Yes. I think, Fernan, could you be kind enough to answer that question?
Sure. Is there any new aspects? Well, I think this is a follow-up to the specific question about the change in the key audit matter. I will focus my response on that.
In the audit procedures.
Yes.
Mm-hmm.
I said there were no significant changes prior year compared to this year as it comes to transformation, and that is true. Are there accent changes? Well, as the transformation progresses, of course, there are accent changes. Looking at my response on the regional accounting centers, as they become more mature, we will place more reliance on them, and then that is an accent change.
When it comes to a change of strategy, which was underlying the change in the key audit matter, obviously a new strategy comes with new KPIs and new goals. That, of course, also means that we will look at that and the impact thereof on our audit strategy. I would mention those two different aspect changes that inform our underlying procedures. Thank you.
Thank you, Fernand. I hope that was to the satisfaction of VEB. Hilka, can we go to the next question?
Yes. The second open question is from the VEB on agenda item 3 D, the Remuneration Report 2021. Mr. Sluimers said the supervisory board will intensify the dialogue with shareholders. How specifically does the supervisory board feel this will change the voting result next year? I would suggest that I go on with the third and fourth question, also from-
Are they also on remuneration?
Also on remuneration on the policy.
Good.
Both of the questions are on item 5 A, the amendment of the remuneration policy. AkzoNobel proposes to replace operational cash flow, citing this is an internal metric which is not externally published. Why then was it included in the list of STI criteria in the remuneration policy that was put to a vote in the 2020 AGM? According to AkzoNobel's definition, OCF, see for example, page 150 annual report, includes CapEx and working capital. What then is the added value of free cash flow target?
Yes, thank you.
Dick, maybe it's all for you.
Thank you, Hilka. Well, of course, we will try to in our continued reach out to shareholders to see whether we can improve the vote on our remuneration report for next year. It's of course, as I said, it's not an optimal result if your remuneration report is voted down. Again, we will do our utmost, and I can't guarantee you at this moment upfront what the outcome for next year will be, but I can only assure you that we will do our utmost to reach out to shareholders, but also based on the new remuneration policy, to see whether next year we can have a positive outcome.
As concerning the amendment for OCF and free cash flow, I think that, and I hope I made that clear during my presentation, that we do believe that ultimately the board of management is expected to steer on free cash flow. By making this amendment, there will be more alignment with the shareholders' interest, and that's basically the reason for change. Now, if you look back to the old remuneration policy on STI, you can see that at that time, the two metrics we used were ROS and OCF, and we changed that into Adjusted OPI and OCF.
Looking back, I think we did that in maybe a too easy way because we realized that free cash flow actually is a better metric to steer on and to be handled by management, Nils. I think that was basically it.
Thank you, Dick. I don't think the last point was reason for dissatisfaction among shareholders. Of course, the more we consult with shareholders on these matters, the more input we get. We also do consult in order to adjust our points of view. Hilka has just informed me that there are no further questions to all the points on the agenda. I would like to remind you that you should, if you haven't voted already, then you should vote now, and we will take a little break for a minute or so to make sure that everybody have a chance to do that. The voting for all items have now closed.
We should see the results of the votes being shown on the screen. So here we have them. We can see that with the exception of the remuneration policy, the proposals have been carried. Good. As stated by Dick on point three, we have received a negative vote, and we will take this feedback into careful and deep considerations and intensify our engagement with shareholders and other stakeholders to further discuss the concerns. I conclude that all other voting items shown on the slides have been adopted. I'll ask Hilka to record the voting results, and they will also be noted and published on our website.
Before I close today's meeting, I would like to thank everybody for participating today, and I'll look forward to seeing you all again next year, hopefully under physical circumstances. That, of course, all depends on how the pandemic evolves. Thank you very much, and, have a very nice rest of the day and weekend.