Ladies and gentlemen, I hereby open this annual general meeting of shareholders. I'd like to extend a warm welcome to all of you participating virtually. Same as last year, and considering that we still find ourselves in the midst of a pandemic, it was decided to hold this AGM virtually in order to comply with government restrictions. I hope everybody listening to the AGM is safe, at home, and in good health. To ensure as much interaction as possible, Akzo Nobel offered the possibility to shareholders to submit questions regarding the agenda items prior to the start of this meeting. Our aim is to answer most of these meeting questions during this meeting. Questions that we received in advance that will not be answered in the meeting because they were not relevant for the agenda items will have been answered on our website.
In addition, questions may be submitted at any time during the meeting using the chat box on the online voting platform. The meeting will be held in English. Also participating in this meeting are the members of the Supervisory Board: Ms. Sue Clark, Mr. Byron Grote, Mr. Michiel Jaski, Dr. Pamela Kirby, Ms. Jolanda Poots-Bijl, Mr. Dick Sluimers, and Mr. Patrick Thomas. Dick, who is Chairman of the Remuneration Committee, will act as the alternate Chairman should my connection against expectations get interrupted. Also present at the meeting is Mr. Thierry Vanlancker, our CEO, Mr. Maarten de Vries, our CFO, and Isabelle Deschamps, our Corporate Legal Counsel and Corporate Secretary, are also here. Furthermore, Bart-Jan Koek, as a substitute designated by René Clumpkens, Civil Law Notary and acting as the independent proxy holder, and Mr. Fernand Izebout, representing our external auditor, PwC, are attending the virtual AGM.
Before we start, I would like to recap on certain events that took place last year. 2020 was a year of challenges for the world and for the company due to the global pandemic. Safety of employees has remained our top priority, and sadly, like most other companies, we have lost some of our employees to COVID-19, and our thoughts, not only today but during the year, have gone to their families and their loved ones. During 2020, and given the uncertainty of the COVID-19 pandemic, AkzoNobel received limited government support in certain countries. I'd like to inform you that we are in the process of repaying the government follow-up received in the UK, and we did not submit any application under the NOW regulation in the Netherlands.
The Supervisory Board has been impressed by the way AkzoNobel and its employees have responded and how the organization has been able to generate positive momentum and to deliver on our Winning Together: 15 by 20 ambition despite facing really considerable hurdles. Both the management team and employees deserve sincere compliments and thanks. It was very encouraging to see everybody sensing pride in AkzoNobel as the organization rose to the challenge and continued to take important and significant strides forward in the market at the same time as employee engagement was increasing. This remained our key focus with a clear ambition to become top quartile in both. Having restored competitiveness and strengthened profitability, AkzoNobel is now ready for the next stage of its journey, represented by the Grow and Deliver strategy that we presented at the beginning of 2020.
During 2020, management has demonstrated that they can balance delivering short-term results with achieving long-term sustainability. The ability to address today's challenges while driving the changes necessary to thrive tomorrow will prove vital, and the Supervisory Board is looking very much forward to the next chapter and being part of this very, very exciting journey. Before we continue, Isabelle Deschamps, Secretary of the Meeting, will now explain the voting procedure so we all know what to do during the meeting. Isabelle, over to you. Isabelle, you're on mute.
I think I'm no longer on mute. Thank you, Nils. You may cast your votes on all voting items during the entire meeting. The voting has been open since the very start of this 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 all your votes. The slide now on your screen shows the instruction for navigating to the webcast, to the chat box, and to the voting. After selecting the voting selection, 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 votes. Please submit your votes on all voting items. For further information on the virtual voting, I refer you to the manual which is published on our website.
Shareholders were also given the opportunity to vote remotely via the ABN AMRO website. Bart-Jan Koek, as a substitute designated by René Clumpkens civil law notary, will cast the votes as the proxy, an independent proxy third party for the participating shareholders. For this meeting, March 25th of 2021 was set as the record date. Anyone owning shares on that date was entitled to register to attend, vote, and participate in this meeting. Please be informed that the voting result of all voting items will be announced at the end of the meeting, showing the number of votes and the percentages on the screen. The voting result will also be published on our website after the meeting. The notice and agenda were published on the AkzoNobel website.
The meeting has been properly convened to be held virtually in accordance with the provision of the temporary law, COVID-19 Justice and Safety, and is entitled to adopt legally valid resolutions on the agenda items. Thank you, and now back to you, Nils.
Thank you, Isabelle. The virtual registration of shareholders closed at 2:00 P.M. A share capital of approximately EUR 71.2 million is represented, so that is approximately 142 million votes, and the level of attendance is approximately 75.8%, and you'll see the numbers on the slide. We'll now proceed with item two on the agenda: the report of the Board of Management for the financial year 2020. You have been able to read and review the annual report for 2020, which was published on March 10th, 2021, but for giving a bit of flavor and color to it all, I'll now hand over to our CEO, Thierry Vanlancker, to discuss the company's performance during 2020. Thierry, over to you.
Thank you very much, Nils, and also from my side, a very warm welcome to all the participants. Let me indeed walk you through what happened in 2020. As 2020 began, we were all set for accelerating towards our Winning Together 15 by 20 ambition. However, like for so many other companies, it wasn't long before we too encountered unprecedented challenges due to the COVID-19 pandemic. We focused on ensuring employee health and safety first of all, and then also to maintain, of course, business continuity. Various steps taken to continue serving customers and rapidly reduce costs while keeping the organization intact proved successful. Despite the odds somewhat being stacked against us, I am very proud of the organization to say that we delivered our 15 by 20 promise and achieved a really significant step change in the performance of the company.
Return on sales, excluding unallocated costs for the full year of 2020, was 15%, exactly in line with our ambition set in 2017. And return on investment, excluding unallocated costs, was up at 20.6%, exceeding our 2020 ambition. Needless to say, we think this is a truly significant milestone for the company after four years of hard work from the whole AkzoNobel team globally. And what's even more exciting is that we're only halfway in our journey of transformation. Our new Grow and Deliver strategy builds on what we have already achieved and will truly reclaim AkzoNobel's place as the reference in our industry. The next slide shows and puts in perspective what we have delivered. Not only have we delivered on our underlying ambitions, but we're really up there now with the leading peers when it comes to margin performance.
This chart compares AkzoNobel's performance on return on sales and return on investment from a period from 2016 and 2020 with the top three best performers of our industry over that period in paints and coatings. As you can see, we have now closed the gap both in terms of return on sales as well as return on investment, and we are truly well on our way to become a reference in our industry. So a genuine big and sincere thank you goes out to the whole organization whose dedicated efforts around the world have helped to get AkzoNobel in good shape as it is today and even to a really remarkable headwind-filled year as 2020. On the next chart, you will see that the operational progress also has been reflected in our share price.
We've delivered significant shareholder value since 2017 despite a global pandemic, and we will continue to build on these strong foundations going forward. In addition, we're very encouraged by the more recent progress in our share value, and we believe that the best is yet to come. But with that, I would like now to show you some highlights of 2020, an unprecedented year with highs and lows for our company and the world by sharing this short video. As you all know, 2020 was supposed to be the year, the final step where AkzoNobel was going to deliver on Winning Together: 15 by 20. But only weeks into that year, we were confronted with COVID-19 and the unprecedented social and economic impact that rolled throughout the whole year.
It is therefore with great pride and great satisfaction to see how our organization focused, pulled through, and delivered on the significant milestone for our company. We did deliver on Winning together: 15 by 20. Throughout the year, our own people and our customers remained the key priorities. We had to reset our key objectives and really focus on what was important to deliver on. We changed the way we worked: agile, digital, being in the office, all sorts of supply chain issues we had to resolve, and even we went so far as to suspend part of our transformation and to really suspend our financial ambitions for the year. It is through that focus and our own organization's determination that we came through and we weathered the storm much better than others.
It is therefore with great pride in what we achieved because not only did we deliver on a very ambitious goal of 15 by 20, but we also came out as being a leaner, much more high-performing paints and coatings company. From where we were at the beginning of the journey, we can now truly say that we're pushing our way to be the leader and a frontrunner in our industry, and in 2020, we were able to deliver on some really nice bolt-on acquisitions, three acquisitions that really strengthened each of our segments. We also continued to really capture the mind space around innovation. Paint the Future continues to be an excellent tool to build the ecosystem of startups, academia, to really make us the frontrunner on innovation in our industry.
We're now in a great spot to really go on to the next three years of our journey: Grow and Deliver. We want to outperform competition in the markets that we operate in, and we want to continue to grow our bottom line. In fact, we said we want to grow our bottom line by half a percentage point each year. And in that way, we will truly become, in all metrics, the frontrunner in our industry. It goes to show that even a 200-year-old company can continue to evolve. It's captured in our new company purpose, pioneering a world of possibilities to bring surfaces to life. We even revamped a really deeply ingrained core value of the company: sustainability. We call it People. Planet. Paint. It's really stressing the action, not the talk, on where we are good at and where we can even further lead the industry.
So we're really ready to go for the next step and truly keep building our company. Hopefully, you've enjoyed a brief video review of 2020. Let's now turn to some key financials for the last year, as shown on this slide. Our exceptional result for 2020, delivering on our 15 by 20 promises, was really driven by strong focus on costs and cash. Adjusted operating income was up 11%, and adjusted earnings per share from continuing operations increased 25% to EUR 3.88. Free cash flow, excluding pension top-ups, was 114% higher. We conducted share repurchases of EUR 545 million during 2020, and we have announced a further EUR 1 billion share buyback to be completed by the first quarter of 2022. We also announced several acquisitions in 2020, including Stahl's performance powder coatings, Titan Paints in Spain, and New Nautical Coatings.
Our 15 by 20 strategy has created a very strong foundation for us and a positive momentum for the next phase of our strategy, Grow and Deliver. A disciplined approach to margin management has become part of who we are as a company. For example, gross margin was up 170 basis points for 2020. We continue to invest in innovation with regional versions of our industry-leading Paint the Future challenge, taking place in Brazil last year and recently launched in China. During the year, we continue to implement our Global Business Services, with 80% of total finance transitions now completed despite all the COVID headwinds. Our ERP integration is also steadily moving forward, with around 90% of our revenue in SAP applications and 65% of our revenue within our final one ERP solution by the end of 2020.
We also delivered significant cost savings with EUR 243 million of total cost savings for the full year, of which 115 million EUR were structural savings related to our transformation initiatives. We continue to strive for a high-performance culture, and in the second half of 2020, we achieved our highest engagement scores for employees since 2017 when we started measuring our OHI, our Organizational Health Index. I'm also happy to welcome our newly appointed Chief Commercial Officer for Performance Coatings, Michael Friede, as of the middle of this year. When it comes to sustainability, AkzoNobel is widely recognized as number one in the paints and coatings industry, and our People. Planet. Paint. approach to sustainable business should ensure that we continue to proudly lead the way. In line with our policy of paying stable to rising dividends, we have proposed a final dividend of EUR 1.52 per share.
This will result in a total dividend for 2020 up 2.6% at EUR 1.95 per share. As mentioned earlier, adjusted earnings per share from continuing items was 25% higher at EUR 3.88 for the full year. As you've noticed, we also continue our modular approach to share buybacks. We completed a EUR 500 million share buyback program in the first half of 2020 and completed a further EUR 300 million program earlier this month. And in addition, we recently announced a further EUR 1 billion share buyback to be completed in the first quarter of 2022. As we have shown during 2020 and summarized today, we're delivering on our commitments. We continue investing for growth, paying stable to rising dividends, conducting value-creating acquisitions, and carrying out share buybacks. One can say that we're truly firing on all cylinders. Executing with discipline has been key to our transformation.
This is working well for us, and it is increasingly part of who we are. What is truly exciting is that we're literally only halfway on our journey for the transformation. Our new Grow and Deliver strategy, as announced in February of last year, represents this second stage of our journey, building on the strong foundations and positive momentum from 15 by 20 to double the profit from AkzoNobel and reclaim our place as the reference in our industry. Going forward, we'll balance growth and profitability improvement. We target to grow at least in line with our relevant markets and deliver an average of 50 basis points increase in return on sales each year, and above that, sustainability remains core and even a vital element to our new strategy, as shown on the next slide.
Our ambitious targets, as part of our newly branded People. Planet. Paint. Approach to sustainability, will ensure that we remain the reference in our industry. We target at least 30% female executives by 2025 and a top quartile engagement score. As discussed before, we monitor our culture closely to our Organizational Health Index, and saw an increase of 11 percentage points since 2018 in our OHI score. Our broader management team of about 300 people actually already scores in that top decile, and we're striving to keep improving by following up in key attention areas to reach our target score. Our efforts in this field are recognized by our 2021 top employer awards in many of the key countries where we operate in, such as the U.K., China, Brazil, the United States, and the Netherlands.
As announced last year, we're moving towards zero waste as a company and aim to cut our carbon emissions in half by 2030. We'll do this by saving energy and using 100% renewable electricity. We also aim to generate more than 50% of our revenue from sustainable solutions by 2030. Our strong performance in the field of sustainability continues, luckily, to be recognized also externally. For example, we've received the highest MSCI rating possible, AAA, for five consecutive years now. We were also rewarded a platinum rating by EcoVadis for corporate social responsibility and sustainable procurement. So we can claim that here we were and we continue to be truly the reference in our industry.
As a concluding remark, our results for the first quarter of 2021, as published yesterday, should be a nice proof point to show that we've made a good start to the year, although 2021 also looks like it will not be an easy ride with raw material costs, inflation expected throughout the industry, especially in the second and the third quarter. However, I'm proud of the strong foundation that we have laid and continue to build on our strong positions and our high-performance culture. And with that, Nils, I gladly hand it back to you.
Thank you, Thierry. A great presentation. And we'll now answer the questions that are related to the annual report of the company in case we have any, but I think we have. Isabelle, could you please take us through the questions received?
Yes, we had, thank you, Nils.
We had received some questions from Eumedion and from Federated Hermes International. Here they are. When it comes to sustainability and People. Planet. Paint. approach and related ambition, Mr. Vanlancker is asked to reflect on the people component. As two ambitions originally set for 2020, organizational health score to be in the top quartile and 25% female executives were not achieved. Eumedion further notes that in terms of the planet ambition and climate, AkzoNobel has set the target of a 50% reduction in greenhouse gas emission, Scope 1 and 2, by 2030. They would like to know whether AkzoNobel considers setting a Scope 3 emission reduction target and to show leadership by enabling shareholders to cast an advisory vote on the climate transition plan at the next annual meeting, following the example of Royal Dutch Shell and Unilever.
The last question is from Eumedion on this agenda point, and it concerns the Paris Agreement. Eumedion would like to know how AkzoNobel ensures that its lobbying activities and those of trade association AkzoNobel is a member of are aligned with the Paris Agreement. They would also like to know how the transparency on internal processes and procedures to ensure such alignment of direct and indirect climate lobbying activities will be increased, and if there are any examples of action taken to address any misalignment when identified. Here are the questions, and back to you, Nils.
Well, thank you very much. I think these were very relevant questions, very important areas. Thierry, would you care to give an answer to it?
Very much so, Nils, and indeed, very relevant questions for what's on our minds in the company. And thanks to Eumedion and Federated Hermes for submitting these questions.
As I just indicated, we really truly monitor our culture very closely to the organizational health index. We actually saw an increase of 11 percentage points since 2018 in our OHI score from 58 - 69, and our management team scores on the top decile, as I indicated. And this is, in fact, pretty impressive if you think about the heavy structure and everything that happened, the structural changes we had to make over that period. I can assure you that we are striving to keep improving by following up in key attention areas and targets at the top quartile score. In fact, the quartile score is just above the 70, so we're extremely close to getting the top quartile for the total organization. Regarding the percentage of female executives, we target more than 30% female executives by 2025.
We achieved a 3 percentage point increase in 2020, up at 21% versus 18% in 2019, and in fact, internally, we have taken further steps to ensure that we keep improving towards that target. We now have a very well-organized program in place to further boost the senior female leadership pipeline through both recruitment and succession planning, and we introduced an action plan for all the business units and functional management teams by launching different development options for women with leadership positions. Regarding our planet ambitions, we have indeed set very ambitious targets, so we believe, for carbon emission reduction when it comes to our own operations. Our 2030 ambitions are to reduce carbon emissions by 50%, 5-0, and move towards zero waste as a company. We are also taking numerous steps to reduce our Scope 3 emissions, both upstream and downstream.
For example, our sustainable solutions to help our customers to reduce carbon emissions and open up business opportunities. As we prefer to focus on the things that are within our own control, we have set very ambitious, quantified targets for scope one and scope two. As a final remark on putting these plans to a vote, we consider sustainability targets integral to our overall company strategy, which is not subject to approval at the AGM. To the last point on lobbying activities, AkzoNobel has a tradition of supporting and speaking out on climate action, and we have voiced strongly, I believe, our support for the Paris Agreement, as well as the importance of a green recovery and making a success of the Green Deal, for example, through our participation in the recently founded CEO Alliance.
From that perspective, we at AkzoNobel review the positions of these associations we are a member of. We ensure alignment via our internal stakeholder management process, and in case you would have examples of associations where AkzoNobel is a member that would take positions that would be disappointing to Eumedion or Federated Hermes, or positions that are against climate action, we hope you would bring that to our attention soonest. Back to you, Nils.
Yeah, thank you very much, Thierry. Isabelle, can we have the next round of questions?
Yes, we have more questions, and this one from VBDO. VBDO notes that AkzoNobel has communicated its commitment towards maintaining biodiversity. In line with AkzoNobel's recent actions on this issue, VBDO would expect AkzoNobel to report more comprehensively on progress towards its commitment.
In the coming years, can AkzoNobel commit to report on the most salient biodiversity risks, the company's impact, and report on its progress with regards to mitigating these risks, both in its own operations, in supply chain, and from the use of its products? AkzoNobel has a range of products branded as sustainable solutions, which have a benefit in at least one of the six sustainability categories identified by AkzoNobel. Can AkzoNobel provide more insight into the sustainability criteria in 2021, such as the minimum requirements of these products and the total breakdown of the products into the different sustainability categories? VBDO complements AkzoNobel with accelerating its supplier ESG program in 2020 and notes that AkzoNobel currently assessed 75% of its suppliers. However, 32% of evaluated suppliers do not meet AkzoNobel's minimum requirements.
VBDO recognizes that AkzoNobel engages with suppliers in order to have suppliers increase their score. Can AkzoNobel report year on year on the number of suppliers that have improved their sustainability performance or at risk of underperforming, and with whom the relationship was ended for ESG considerations? Finally, VBDO also complements AkzoNobel with the many diversity initiatives it has implemented, such as the executive sponsors of diversity networks, the unconscious bias training, and the policies to reduce bias in recruitment and in promotion. VBDO is very curious to hear from AkzoNobel whether and how these policies have affected the diversity and inclusion of the company. When can stakeholders expect AkzoNobel to publish the results of the D&I efforts, and can VBDO expect AkzoNobel to start reporting on inclusion results, for example, through an inclusion index in upcoming annual reports?
These are the questions, so back to you, Nils.
Well, thank you very much, Isabelle, and I think these questions are also best answered by our CEO. Thierry, over to you.
Thank you. Of course, Nils, thank you very much, and thanks to VBDO for raising these items. After divesting our specialty chemicals business, biodiversity is no longer considered a material priority to AkzoNobel's operations. The most important aspect regarding biodiversity for AkzoNobel today, and biodiversity and ecosystems, is really focused on paints and coatings, and that means water use. And that is the clear explanation why we have set our ambition on 100% of our most water-intensive sites, reusing water by 2030. We also endorsed the UN's CEO water mandate and assessed the water-related risks at our manufacturing sites.
In reply to the second item, we aim to grow our sustainable solutions from around 40% of our revenue in 2020 to over 50% by 2030. The definition of sustainable solutions for us are those products that bring sustainability benefits comparing to mainstream solutions while not having any negative sustainability characteristics. In our sustainable product portfolio assessment, we use six criteria for this categorization, ranging from reduced carbon to recycled material use, etc., as described in our annual report. By using these criteria in communications to our customers, it helps them to achieve their own sustainability ambitions when buying products from AkzoNobel. Regarding the question raised on our supplier ESG program, we've continued to assess and improve our supplier sustainability practices using programs provided by Together for Sustainability.
Over the past years, we both extended the scope of this program by lowering the spend threshold and including country and industry risks. In fact, most of our developmental suppliers are small or medium-sized companies based in risk regions. They typically require multiple assessments from our teams to reach the target score. We will continue to report on the suppliers in our sustainability program, and together with EcoVadis, that gave us a platinum rating in this respect, we organize trainings to help suppliers improve. Finally, thank you for your question around diversity, which is really key to AkzoNobel's People. Planet. Paint. strategy.
Indeed, as you indicated, we have rolled out several initiatives in 2020 to support diversity and inclusion in the company, such as, indeed, as you mentioned, an unconscious bias training, an inclusive leadership guide, and the launch of internal diversity networks, such as True Colors and the Women Inspired Network. We regularly run surveys within the different networks to see how we can improve going forward, so it is a key determination from my whole management team to really make big steps in this area. Back to you, Nils.
Thank you, Thierry. I think it's great that the company continues having a lot of focus on these areas because they are really, really important going forward, and both the investor community as well as our customers are placing more and more emphasis on these things. We have more questions. Isabelle, can we get the next round?
Yes, we have more questions, and this time from European investors, VEB. We have received a couple of questions from VEB on the demand and pricing, so positive developments in Decorative Paints and within Performance Coatings in the powder and industrial segments were mentioned at the full year 2020 results. VEB was wondering what this means for the positive pricing momentum and requests the Board of Management to share price mix expectations going forward, as well as to elaborate on which segments prove more difficult when it comes to pricing. The second question, which is around capital expenditures, VEB notes a gradual increase both in absolute terms as well as in percentage of revenue over the past years. VEB asked whether AkzoNobel foresees CapEx as percentage of revenue to remain around the 2020 levels.
Finally, the final question relates to ROS, which was higher for Decorative Paints than Performance Coatings in 2020, and whether this is a fundamental change or a one-off. Back to you, Nils. Or Thierry.
Maybe Nils will take that question directly. Thanks to the VEB for. Indeed, we continue our strong focus on margin management. We were already planning to deliver 1%-2% revenue from price increase in 2021, especially relevant for Decorative Paints and some other segments, such as Vehicle Refinishes. Since then, we've taken into account our latest view of the raw material cost inflation and updated, upgraded our pricing initiatives, as we've indicated yesterday during our first quarter announcements. Our strong pricing power was demonstrated in that report yesterday as we published it for the first quarter.
Q1 pricing was up already 2% overall, with a 4% higher prices for Decorative Paints and 1% for Performance Coatings, although price mix, specifically given the growth of Asia, was offsetting that in the mix to some extent. This is also a necessity given the inflation we see in our raw material costs. So this will be numbers that keep increasing. Our pricing numbers, percentages, will keep increasing through the year. Regarding capital expenditures, as you may know, the paints and coatings industry is not the most capital investment intensive given to its inherent batch process nature. Our spend tends to be, for the whole company in capital, CapEx, around EUR 250 million a year. This year, we will slightly be higher, but this will be in the tens of millions higher than what I just said.
As we are both investing for growth, we're integrating our asset footprint, which also brings some transitional cost or capital investment with it, and we are at the same time upgrading significantly our ERP landscape. On your final point in the question on return on sales, there is really no reason why Decorative Paints and Performance Coatings should be structurally different in terms of margin performance. That may have been the case in the past, but I think we've proven that we can definitely manage the businesses to equally ambitious targets. Back to you, Nils.
Thank you, Thierry. Isabelle, did we receive any further questions under this item?
No, Nils, we didn't receive any more questions on this item.
Thank you very much, and then we can go on to agenda item three, and agenda item three A concerns the adoption of the 2020 financial statements of the company.
Isabelle, I understand that we did receive some questions directly for our external auditor, PwC. Could you be kind enough to read out those questions?
Yes, absolutely. So we have questions from the VEB, and the VEB refers to one of the key audit matters, transformation to deliver towards the Winning Together: 15 by 20 strategy, and notes that the risk of management override of controls was partially mitigated by suspending the ROS financial target. Why would the risk of override of controls have been mitigated while at the same time remuneration targets were left unchanged? The VEB further requests PwC to elaborate on the audit procedures performed regarding the design and the implementation of internal controls aimed at mitigating fraud risk and the risk of management override of controls in particular. And now it's back to you, Nils.
Well, thank you very much.
We have, as I said at the beginning, representing our external auditor, PwC, Fernand Izebout, present. Fernand, would you be kind enough to give an answer to these questions?
Yes, sure. Thank you, Nils, and good afternoon, ladies and gentlemen. My name is Fernand Izebout of PricewaterhouseCoopers, and I'm very happy to present our independent auditor's report on the 2020 financial statements. Thank you for the questions that were asked of you in advance of the meeting, and I will address them as part of my overall comments, and then I will take further questions thereafter. On February 16, we issued two reports, one on the financial statements and one on non-financial indicators in the sustainability statements. You can find them in the annual report on pages 132 - 139.
I've signed these reports 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 a quality audit. Both reports are unqualified, and that means that, in our opinion, the financial statements are not materially misstated, and we have not found material misstatements in the sustainability KPIs. And 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, and key audit matters. You can read them on your own, so today I would highlight a few specific items. So first, I'd like to give you a feel of the size of the audit.
I do not do this on my own, so it involves over 100,000 hours by over 100 of my colleagues in 18 countries. That includes specialists in the areas of valuation, remuneration, tax, IT, pensions, all of them from PwC. A large part of the work by my group team relates to the supervision and review of the work of these specialists and of the foreign teams. As part of this, my group team performed site reviews virtually in nine countries, and I was present in most of them myself. Throughout the year, I met with a wide range of people within AkzoNobel, including the Board of Management. We have had robust discussions with the Audit Committee and the Supervisory Board, and there is active engagement, and our insights are respected and taken seriously.
In all this context, it has supported me in overseeing the audit and to satisfy myself that we're collectively doing what is needed for a robust audit. I'd now like to take you through two specific elements from our audit: the impact of COVID-19 and the work relating to the 15 by 20 strategy. COVID-19 obviously affected our audit. We needed to understand the impact on AkzoNobel itself, which is detailed in the annual report, and translate that into audit procedures, and that's specific with respect to estimates. The pandemic also affected the actual execution of our work. We had to do that mainly remotely, supported by our digital tooling. We significantly increased the frequency of communication between the PwC teams worldwide to make sure we were aware of developments. Where needed, we were able to conduct our work physically.
In China, for example, we were pretty much able to do our work on-site as usual. In our report, you will find three key audit matters, or CAMs as they're referred to. This is consistent with 2019, and I'd like to focus on one of them, which is the one related to the transformation efforts by the company to deliver towards the Winning Together 15 by 20 strategy. As you can read in our CAM, and similar to last year, the transformation affects the company in multiple areas relevant to our audit. So first of all, there were changes to the systems, processes, and controls, which we needed to understand and adapt to. Secondly, there are incentive targets accompanying the transformation, which inherently contribute to the risk of management override of control. I'll get to the question of the VEB shortly.
We specifically considered the target to achieve 15% return on sales in this final year of the strategy. And thirdly, the changes, including the cost savings, impact the assessment of the recoverability of assets such as deferred taxes and goodwill. We discussed our risk assessment on these points, planned approach, and our findings throughout the year with the Board of Management and the Supervisory Board. And from the procedures performed, I can confirm we did not have material findings. To address the question from the VEB on our assessment of the pressures inherent to the 15 by 20 targets, I understand where your question comes from. So pressure comes from various sources, and the announcement by management of the suspension of the targets earlier in the year reduced the external expectations and, as such, mitigated some of the pressure.
The pressure from the remuneration targets was unchanged, and as you can see from our report, our procedures remained largely consistent with prior year. The second VEB question concerns how we more generally consider internal controls relating to fraud and management override. Now, we, of course, evaluate the design and the implementation of internal controls that mitigate fraud risks, of which important ones are segregation of duties and the process around whistleblowing. For a description of those processes by the company itself, I refer to the sections risk management and integrity and compliance management in the annual report. Now, we consider these controls both at group and component level. Our local teams are best suited for this as they have the local knowledge. We didn't supervise their work.
When addressing the override risk, and that's really the risk of that controls are circumvented by management, we, of course, need to look beyond controls and do our work in combination with substantive procedures. And we do have a predominantly substantive approach in this area. So this concludes my comments. We value the relationship with you as shareholders, and on behalf of PwC, I'd like to thank you for your attention and thank you for your trust. I'm happy to take further questions if there are any. Back to you, Nils.
Question to this point?
Nils, probably more follow-up questions. Nils, we have received some further questions, most likely related to some of the answers as well provided by Thierry. So first, there's a question from VBDO. Thank you for your answers on our questions. We have one follow-up question related to our second question.
Within the EU regulations coming up in the near future relating to supplier due diligence, VBDO would expect AkzoNobel to increase its transparency on human rights and labor conditions related issues and results. Can AkzoNobel commit to provide additional details on its due diligence process and improvement in the year 2021?
Thank you, Isabelle. Thank you. Jerry, do you have an answer to this?
Yes, gladly. We will see on the report.
Jerry, you're muted.
Can you hear me? Now we can hear you. Okay. So I was going to say putting it in the 2021 report, I think there we'll get feedback on, but it's also good to put in perspective in that specific category the relatively limited exposure that we have.
As a paints and coatings company, we mostly make a cocktail of products that comes from other chemical companies and mostly relatively big other chemical companies. So in that sense, the exposure on human rights and so on is relatively limited. But however, we've done special work, and we refer to that with the work with EcoVadis to really look at those suppliers in certain areas that are indeed sensitive to make sure that we have a clear overview and clear mitigation for doing so. So we will definitely take it on to see how we can incorporate that in our 2021 sustainability report.
And if I may add here, I think the question is very justified again.
All companies either have been or are on the journey of securing better surveillance and control of their suppliers, both from an environmental point of view, from a labor point of view, and so on and so forth, and without committing to any specific action for next year's report, I can assure VEB that this is something that we'll continue to improve our effort on, and it's definitely a focus area for all companies in the world and also and very strongly so for AkzoNobel. Back to you, Isabelle. Any further questions under this point?
Yes, we have further questions from Mr. Vereniging van Effectenbezitters. We have four questions coming in, and maybe I'll read them in turns or maybe two in a go and then maybe another. Two in a go. Two in a go. Here we go.
AkzoNobel mentioned that it was successful in building strong customer relationships, especially during the pandemic. Could you provide examples of this as well as comment on why this should be sustainable? This is one of the first questions, and maybe a question also linked to the Grow and Deliver strategy. AkzoNobel launched its Grow and Deliver strategy in February. Has AkzoNobel also reflected on its existing portfolio and identified segments and/or regions where it is underrepresented as part of the process culminating in this new strategic plan? If so, could you comment on the conclusions?
Yep. Thank you for the first two questions. We'll come back to the last two. These are obviously for Thierry, but let me express some enthusiasm about getting commercial questions in the meeting. I think these are two very good questions. Thierry, over to you.
Yep. Thank you, Nils.
On the first one, on what we did to increase relationship with customers, I think it all goes back to the size and the approach that AkzoNobel had in those segments. Size being the possibility of having multiple sources for our products to supply a customer, specifically during the rolling lockdowns when a country locked down a plant by government orders. We actually had other places from where we could ship materials, so that gave definitely certainty of supply, and that we saw as a clear differentiator versus companies who could not do so. Secondly, another element was around the fact that we do have a strong balance sheet and therefore could support certain customers in their difficulties.
I'll give one very specific example, which we've commented on quarterly results already, is that when in Latin America, for example, at one moment of time in Argentina and in Brazil, our distributors were completely shut down, as so many other outlets by the government. They had inventory but obviously had no income, so we extended payment terms quite significantly. As a result, we got they actually could survive during two, three really painful months without income in some of those countries. And when the markets opened up, not only did we get all our money paid back and sometimes even with interest rates because of the exchange currencies effect, but in addition to that, those people saw that as helping them survive their companies and have shifted much more shelf space over to us out of gratitude. So those are some of the examples where we actually did things.
Talking about the sustainability, how can you actually keep going to that? I think we see that happening ongoing. First of all, people have quite strong memories on what happened to them, who was with them and who was not with them during that period. We see right now a very different way with raw material shortages as many of our markets come out of a COVID lockdown. We see exactly the same element where we try to work with customers and really go micro-detailed on how many products should be on their shelf, how do we keep their plants running, and go away from the normal planning. So I think we continue to focus there on customer back in our processes, and I think we will continue to be rewarded by our customers for that.
Thank you, Thierry.
And the other question was, do we focus on new areas to Grow & D eliver strategy? And I think the answer is clearly yes, both geographically, but also deepening product categories. Isabelle, over to you again. Can we get the last two questions?
Yes. And I suggest to be precise, these questions are actually coming from the VEB. So there's two more questions. One most likely for Maarten. AkzoNobel's ERP implementation forms a crucial part of the company's transformation. What are the remaining steps to be taken, and what is AkzoNobel's timeline? And then the last question will be for PwC, so maybe I can mention it afterwards.
Yeah. Over to you, Maarten.
Thanks a lot for this question regarding our ERP roadmap.
First of all, as Thierry mentioned in his earlier presentation, it's important to note that currently 65% of our revenues is on our final ERP platform, which is called internally Saturn, and in fact, 90% is now on the Big Four SAP platforms. So the roadmap going forward is indeed ultimately to get 100% on our Saturn system as part of the Prism program. That will take us to early 2024. So by 2023, we will have consolidated all the different ERP systems on the four SAP platforms, and then the next step is to consolidate those four into our ultimate one platform. I'd like to say here still that I'm very proud of the team because even during the COVID period, we have been able to manage implementations in a virtual way, and that is a completely new thing.
We originally thought that it would not be possible, but apparently there is much more possible if you just try it. So we have still made progress, and we continue to make progress in our ERP consolidation.
For not necessarily the last question, but the next question for Fernand. Isabelle? Now we have Fernand. We have no question.
So I will ask the two follow-up questions for Fernand. What examples of signals might have been overlooked during the audit as a result of a somewhat different audit design and approach due to COVID-19? Also for the auditor, questions on the assurance report on non-financial information. In its assurance report on non-financial indicators, page 139 of the annual report, PwC reports that it has performed a limited assurance review. This included, among others, the identification of areas with a higher risk of material misstatement within the indicators.
Could PwC give some color on the nature of these areas and how the materiality of these key assurance matters was set?
Sure. And thanks for those questions. It's nice to receive live questions. So let's see. Examples of areas that might be overlooked. That's quite a hypothetical question. And as an auditor, it's one of the key things we always ask ourselves, what did we potentially overlook? So it's very hard to give examples of what we may have overlooked if I don't know what we actually may have. So let me turn that around. We did look at what do we usually do in a physical environment that we now have to do virtually, and what does that mean?
Like I said in my earlier statement, we did intensify our communication with the local teams to understand the local circumstances and their assessment of what it meant and to make sure that we were comfortable with their audit approach and adjustment and the adjustment to the audit approach. We also looked at which are the areas where we actually really need to have physical presence. So for example, looking at physical inventory counts was required, and we were able to do so physically, taking into account all of the measures that were there. From the company, and has an ERP system with a lot of digital information, so a lot of that can be accessed remotely, and we did.
All in all, I think the actual impact on our audit from that perspective was limited, and I don't see any major areas where we last year would have addressed that physically and now remotely that, in my view, were white spots. I can't give you any real examples because I think my audit covered it sufficiently. As to the second question on non-financial indicators, we did a limited assurance engagement, and that is akin to a review. As in always in our work, we look at what is the risk of material misstatement. And for non-financial indicators, that judgment is a little bit different than for financial indicators because you have to look at each of them individually. We set the bars there, and then we look at what are the potential risks that might address that.
If you look at areas of higher risk, I would say that we listen to shareholders quite a bit and do our analysis of what you have said as shareholders is important. That's the materiality assessment done by management. So we obviously look at the same areas that questions have been asked at today previously in this meeting, and that includes water usage, carbon footprint, and all of the individual indicators that we issue in our report. So let me leave it at that.
Thank you, Fernand. And have we in the meantime received further questions on this point, Isabelle?
No, we have no further questions. Thank you, Nils.
No further questions for Thierry. So let me just remind you that you can vote anytime during the meeting, as Isabelle said at the beginning.
I'll now continue with item 3B on the agenda, which is the discussion of the dividend policy. The dividend policy of the company is to pay a stable to rising dividend. The dividend will be paid in cash, a final dividend of EUR 1.52 per share, which together with the interim dividend of EUR 0.43 a share is equal to a total 2020 dividend of EUR 1.95 per share compared to the 2019 dividend of EUR 1.90. Isabelle, did we receive any questions to this during the meeting?
No, we have not received any questions, Nils. No? The next item on the agenda is item 3C, the profit allocation and adoption of the dividend proposal. As explained, for the financial year 2020, a dividend of EUR 1.95, the common share of EUR 0.50 is proposed.
In November 2020, an interim dividend of EUR 0.43 was declared and paid, and upon adoption of the resolution, the remaining final dividend of EUR 1.52 per share will be paid in cash on May 6th, 2021, under the terms published by Akzo Nobel. The Supervisory Board recommends adoption of this final dividend. Before we move on, just Isabelle, any questions to this?
No, Nils, we have not received any questions on this.
No questions to this. Okay. Thank you very much. That moves us then to the next point, which is item 3D on the agenda, and this concerns the Remuneration Report of 2020. I'll now hand over to the chairman of the Remuneration Committee, Dick Sluimers, for a short presentation of the Remuneration Report 2020.
In accordance with Dutch legislation, the Remuneration Report for 2020 needs to be submitted to the annual general meeting shareholders for an advisory vote, and the Remuneration Report for 2020 is available in the annual report of 2020. Dick, could you please take us through the main points of the Remuneration Report, please? Over to you.
Thank you, Nils. In my role as Chairman of the Remuneration Committee, I'm delighted to be here to address you today. If it's going all right, you will see the first slide, and it summarizes the main elements of remuneration of the Board of Management, Mr. Vanlancker and Mr. de Vries in 2020. Their compensation terms follow the remuneration policy, 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, but before I start, I would like to mention the following. In preparation for the AGM, we have received input and feedback on the Remuneration Report of 2020, and it is clear that we have not been able to convince a number of our shareholders on this item, and we would like to express that we will make sure to take this important feedback into consideration by reaching out to our stakeholders to further engage on this topic and to address these learnings in our Remuneration Report for next year. Now, back to the presentation. In summary, the executives' annual base salaries rose by 2.75% in 2020. For 2021, we are proposing a new remuneration policy.
We will discuss the elements of this new policy when we cover the topic in the agenda, including the proposed annual salaries for the Board of Management for 2021. The remainder of the compensation packages largely comprise performance-related components. Those incentivize the achievements of stretching financial and strategic targets, which are assessed over a one-year and a three-year period. The executives' STI bonuses are based on a company's financial performance alongside their individual contribution, which we measure over one year. The ROS and OCF targets that the board has set at the start of 2020 were stretching. We have much to be proud of. Although we suspended our financial ambition as a result of COVID-19, the company's returns on sales improved to 15% at the end of 2020. And although somewhat below target, financial performance on OCF improved significantly.
Together with an above-target performance on the non-financial elements, for amongst others, successfully delivering on our transformation programs and improving our employee engagement, this has resulted in bonus payouts that were above targets for both executives. The LTI incentivizes company performance over a period of three financial years. The plan promotes the creation of shareholder value as it assesses the share price performance via a relative TSR metric and profit performance via ROI. AkzoNobel's TSR performance during the performance period resulted in the sixth position within the ranking of the pay group companies. The ranking resulted in a vesting of 50% of this part of the long-term incentive. Over the last few weeks, questions were asked, amongst others, by ISS about the vesting percentage of ROI, return on investment, and the supplementary information that has been published on our website on April the 8th.
The Supervisory Board want to reflect on that by stating that it recognized that an ROI target as set in 2018 proved to be overambitious compared to the industry and could be detrimental to the Supervisory Board's desire to see AkzoNobel investing in innovation, commercial, and plant modernization to enable its growth faster than the industry as a whole. The Supervisory Board did not reduce the target on ROI. They used the discretionary power to evaluate performance against the ROI target as defined and communicated by the company during an investor event in February 2020. AkzoNobel has shown a very strong ROI performance, also in comparison to our peers, as explained earlier in the presentation of Thierry Vanlancker. It was felt by the Supervisory Board that measuring performance against the ROI target under the new growth and delivery strategy was appropriate.
That resulted in a vesting of 106% 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 14.37%, the final vesting of the 280 conditional grants equaled 89.21%. As a result, 18,020 shares vested for Mr. Vanlancker and 15,344 shares vested for Mr. de Vries. These shares are subject to a further two-year holding requirement for both executives. The company provided conditional shares to both executives in 2020. These shares will only be released to them in 2023 if the planned prospective three years' relative TSR and ROI targets are achieved and will be subject to a further two-year holding period. 18,747 shares were conditionally granted to Mr. Vanlancker, and 12,616 shares were conditionally granted to Mr. de Vries.
In 2018, it was agreed at the general meeting that year to temporarily suspend the annual share matching plan and to replace it by one-off three-year performance incentive plan to support the company's 15 by 20 profit growth ambition. You will know that the share matching plan was still suspended following that agreement. In determining the outcome of the performance incentive plan, the actual level of performance was critically assessed in light of the assumptions made at the beginning of the year and the decision to pause and to suspend the 15 by 20 ambition. It also included an assessment of the progress made with the strategic objectives under the prevailing market conditions. Next to this, the Supervisory Board carefully considered performance in comparison to our main competitors. That relative performance was quite good, as you have seen in the presentation of Mr. Vanlancker earlier this meeting.
As the actual ROS performance was 15%, this resulted in an on-target payout of 200% for both executives. Members of the Supervisory Board, and that is, you can see that on the next slide, receive a fixed remuneration based on the roles and responsibilities. In accordance to the code, 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 to the Supervisory Board in 2020 resulted in a payout as presented in the slide that you see in front of you. I would like to end this explanation by thanking you for your support, and back to you, Nils.
Thank you, Dick. Isabelle, did we receive any questions during the meeting?
No, Nils, we have not received.
Thank you. Then we will move to the next item on the agenda, which is item 4A.
This is a discharge from liability of the members of the Board of Management in office in 2020 for the performance of their duties during 2019. Agenda item 4B concerns the discharge from liability from the members of the Supervisory Board in 2020 for the performance of their duties in 2020. The management team should also be for 2020, obviously. Apologies. Isabelle, did we receive any questions for this item?
Nils, we did not receive any questions on this item, but European Investors VEB notes that they regret that the Supervisory Board decided to grant an additional share grant to Mr. Vanlancker without submitting this arrangement to the shareholder meeting for approval, which they view not to be in line with the Shareholders' Rights Directive. The European Investors VEB notes that they will therefore abstain from voting on agenda item 4B as well as agenda item 6A.
So back to you, Nils.
Noted. And well, we'll just note that. I think we probably should address the comment on the share grant on the agenda item 6A, if you agree with that, Isabelle. Any other questions apart from this?
No, we didn't receive any other questions during the meeting.
Good. Then we move to agenda item 5. And on the agenda item 5A, it's concerning the amendment of the remuneration policy for the Board of Management and agenda item 4B concerning the amendment of the remuneration policy for the Supervisory Board. I'll hand over to the chairman of the Remuneration Committee, Mr. Dick Sluimers, again for a short presentation of this. Dick, over to you.
Yes, thank you, Nils.
AkzoNobel has a clear strategic focus to become the reference in the paint and coatings industry with a strong global brand, leading market positions, and a balanced geographic exposure across all regions. We strive to outperform our competitors, to deliver a solid return to our shareholders, and to achieve sustainable value creation over the long term to all our stakeholders. To realize our strategy and the sustainable long-term value, our policy is designed to attract and to retain high-caliber members for the Board of Management, offering remuneration that is competitive within the European context, as this is the labor market reference for AkzoNobel. To this end, the Supervisory Board evaluated the remuneration policies for the Board of Management and the Supervisory Board in 2020. We are putting new policies up for your approval today.
The Supervisory Board has concluded that the proposed remuneration policy for the Board of Management is in line with the objective of the company. In drafting this remuneration policy, the Supervisory Board has considered one, the experience with and evaluation of the current remuneration policy. Second, feedback on this policy and its implementation received in shareholders' consultation. Three, the principles and best practices of Dutch Corporate Governance Code 2016 and the revised EU directive to encourage long-term shareholder engagement, SRD II. The Remuneration Committee also consulted with external professionals to get an understanding of the broader public perspective in light of the proposed policy. With these considerations, the Supervisory Board is of the opinion that it has sufficiently taken into account the interests of all relevant stakeholders in proposing this remuneration policy.
The proposed remuneration policy will reference total direct compensation to a European pay group in line with institutional guidelines. The first slide you see in front of you shows the changes that will be made in the labor market pay group to align to the European context. We are removing U.S.-based companies as remuneration levels in U.S.-based companies are and cannot be the reference for AkzoNobel. We are also reducing the number of Dutch companies and replacing them with European headquarters companies as AkzoNobel's look for talented potential board members is in a European context and not just in a Dutch context. The next slide summarizes the main elements of the remuneration policy for the Board of Management. With the realization of the 15 by 20 ambition, the performance incentive plan has ended.
Consequently, as you can see on the slide, the share matching plan is being introduced again. As you can see on the next slide, the base salary is positioned around the median of the European Pay Group, resulting in a proposed salary increase for Mr. Vanlancker of 11% and of 2% for Mr. de Vries. The positioning of the on-target STI payment at the median of the European Pay Group, the on-target percentage for the CFO will increase from 65% to 80% of his base salary. The one for Thierry Vanlancker will remain the same. The overriding importance of AkzoNobel's long-term sustainable value creation is reflected in the composition of the remuneration package. The LTI is increased for the CEO to strengthen the competitive character of the remuneration package.
This means that about half of the at-target value of total compensation is directly targeted at long-term value creation. The LTI level at-target is hereby set between medium and third quartile of the European Pay Group. Both salary and STI are set at medium level. Share Matching Plan is being reactivated. I will explain a bit more about this new Share Matching Plan later in this presentation. To promote transparency and alignment with the strategic plan, the Supervisory Board set performance targets derived directly from the Grow and Deliver strategy. As you can see on the next slide, for the STI, two elements that are considered crucial to realize long-term value creation are Adjusted Operating Income and Operating Cash Flow. These are supplemented with quantitative personal targets supporting the strategic execution of our plans.
On slide 5, the next slide, you see the proposed changes for the long-term incentive. Here, it's Adjusted EBITDA, return on investment, ROI, and revenue growth are considered crucial to realize long-term value creation. Additionally, environmental, social, and governance, the famous ESG targets are also included to add a focus on sustainability. Furthermore, you see on this slide the proposed metrics for the new share matching program. AkzoNobel encourages its top management to build up a sizable shareholding in the company to foster alignment with the company and its shareholders. This is supported by an unchanged shareholding requirement that is for the CEO's three times base salary within five years of appointment and a mandatory 25% investment of the net STI payout in the share matching plan. Previously, mandatory investment was only required when the shareholder requirement was not met.
Building to the required shareholding is facilitated by, one, an increase of the LTI grant for the CEO as described above, and two, simplification of the current share matching plan, allowing managing board members to voluntarily invest up to 50%, 50, 25% mandatory, and 25% voluntarily of the net STI profits for the grant of bonus shares. Those shares will be matched on a one-on-one basis onto their full investment. The last slide I would like to present to you is the slide that summarizes the main elements of the remuneration policy for the Supervisory Board. The Supervisory Board has concluded that only one adjustment needs to be made to the policy as approved by the AGM last year.
In view of the Supervisory Board, the remuneration it provides is balanced, but alignment to the European labor market pay group is required, which requires some increase of the base fees. Committee fees and attendance fees are in line with the relevant market and will remain unchanged. So that's for me, Nils, and back to you.
Comprehensive. And Isabelle, any questions?
Received some questions. Yes, we have received some questions. European Investors VEB would like to understand the reasons for the weight of the ROI target being reduced from 50% - 20%, considering AkzoNobel's focus on value creation. They further refer to the replacement of the ROS target in the STI by an absolute measure of profitability, while at the same time, an adjusted EBITDA target is introduced for the LTI and requests the Supervisory Board to comment on these changes. Back to you, Nils.
Yes. Thank you.
It's a very relevant question. We've discussed this a lot. But Dick, would you explain why we've taken this decision?
Yes, Nils. I think it's important that, and I think that it was stated at my presentation, that we reduce somewhat the ROI percentage, the weight of the ROI, to give room to more specific metrics that really represent the Grow and Deliver strategy. Because there, I mean, with the metrics we introduced there, they are very much aligned to this long-term strategy. And we would like to have them also in the LTI approach just to create more alignment with the LTI with our strategy. I think that's basically it.
Yeah. I think if I may add something to this point, the wish of the Supervisory Board and the management team is to see AkzoNobel having more focus on growth than we've had during the last strategy period.
And therefore, we decided to put in EBITDA as an important measure. EBITDA is a combination of the return on sales and the sales volume in reality, or the sales turnover. And it's very important if we want to create shareholder value that the company grows, profitably grow, of course, but grows. And that's what is really reflected in the new policy. Any further questions, Isabelle?
Yes. We have received two follow-up questions on the proposed remuneration policy. And here they are. For what reasons are capital requirements, CapEx, invested capital, of less relevance in the proposed remuneration policy? ESG is the question. ESG is introduced.
I couldn't understand. Sorry for the interruption.
I will repeat the first one.
I couldn't hear you very well. Please, again, Isabelle, if you can.
Yeah. Let me repeat the first question.
For what reasons are capital requirements, CapEx, invested capital, of less relevance in the proposed remuneration policy? And the second question is, ESG is introduced as a new performance metric for the LTI. Could the Supervisory Board elaborate on what targets have been set to measure progress on ESG performance? And will these targets apply for the entire three-year performance period?
Thank you. Dick, will you take these two questions?
Yes. To start with, thank you for the questions. To start with ESG, we will very much align the targets of ESG with the targets that were set out at the People. Planet. Paint. approach. And we will quantify them in the same way as we go forward with the targets that were set out on that policy.
Now, back to the first question. To be very honest, I tried to understand what the reason is behind the question that CapEx investment should be less relevant in the remuneration policy. Maybe it's somewhat the same question as it's referring to the same element that we have reduced the ROI component, the ROI metrics in our remuneration policy. But from that respect, I think we already have answered it. But maybe the one who has asked the question could elaborate a little bit more on this because I have difficulty to grasp the real meaning of this question.
I think, if I may come in here, I think the meaning of the question is that component, we are rewarding the management less for restraint on investment in CapEx and in assets or in other kinds of growth of the company.
That is correct because what we have decided is the best way to create value for our shareholders, in our opinion, is to have more focus on growth. It doesn't help that you save your way to higher profitability related to sales or related to investment if the company grows smaller as a result. So it's a conscious decision. And we did realize that not everybody may agree with it, but we did discuss it at length with a lot of our large shareholders. And we think we have convinced them, but we understand why the question is asked. But that has been our evaluation of what is best for the company's future.
No. But basically, again, Nils, it is more or less a question with the same background as the first one.
I think we clearly explained why we have shifted in our remuneration policy more to growth than to margins.
Absolutely. Thank you. If there are no further questions on this at this point, then we'll move to the next agenda point, which is the Board of Management. Here, under the reappointment of Mr. Thierry Vanlancker, which is a voting point. A short résumé, as well as a summary of the main elements of his contract, have been published on our website. The holders of the priority shares resolved not to make use of their binding nomination rights. We are delighted that Mr. Vanlancker is available to be appointed for another term of two years. Sorry. Isabelle, could you please take us through any other questions received if there are any?
Yes, we have some questions.
Eumedion and Federated Hermes request a more granular disclosure on the additional restricted share grant 2021 awarded to Mr. Vanlancker as part of his recent contract renewal, including the number and value of such grant. They further request to be assured that the additional share grant will be clawed back should Mr. Vanlancker be reappointed for another term at the 2023 AGM. European Investors VEB would like to understand the reasons for Mr. Vanlancker to be appointed for a two-year term. They also requested the details of the additional share grant, such as the number of shares and the applicable performance targets. Back to you, Nils.
Thank you. Let me start by addressing the VEB's earlier comment regarding the Shareholders' Rights Directive II.
Under Dutch law, which includes the implementation of the Shareholders' Rights Directive II and the Dutch corporate code, the remuneration policy may include discretionary power for the Supervisory Board in determining the remuneration of the members of the Board of Management. In line with the requirement of the Shareholders' Rights Directive II, the current remuneration policy for the Board of Management was approved by the general meeting of the AGM in 2020 and includes such discretionary power. The Supervisory Board exercised its discretion as a temporary derogation from the current remuneration policy for the Board of Management to support the special share grant. The reappointment is for two years.
As the reappointment is for two years, the short-term incentive will not fully pay out in every year, and the long-term incentives will not fully vest every year, even if the performance levels are met due to the pro-rata calculation that will apply at the end of the two-year term. The Supervisory Board wishes to ensure that Mr. Vanlancker continues to serve in his role to finish the transformation of AkzoNobel and deliver on the strategy and the ambitions for the 2021 to 2022 period. And we consider this an exceptional circumstance that justifies the temporary derogation. The special grants represent 70% of the long-term incentive compensation foregone, taking into consideration the two-year term. The additional share grant is part of Mr.
Vanlancker's remuneration in 2021, and as such, will be included in the Remuneration Report 2021, which will be put to an advisory vote of the AGM in 2022. Should Mr. Vanlancker be appointed to another term in 2023, the additional share grant will be revisited to ensure it remains compliant with the remuneration policy and the long-term incentive plan, acting within corporate governance principles. But Thierry, I think it's up to you to comment on the two-year term and why this is the right decision for you and the company.
Yes. Thank you, Nils. And indeed, it is very much my decision to commit to a two-year term. I've been with AkzoNobel since 2016 and in the CEO role now for four years.
I would say the big appeal for me was to do the transformation journey from AkzoNobel, from where we were in 2017, about a EUR 1 billion EBITDA company, to where we want to be in 2023, a EUR 2 billion EBITDA company. And we're halfway in that transformation. So the feeling was that to combine certainty for the company on what then succession planning should be, but also for what motivates me in the role, is that it was better to be transparent around my desire to do two years. So that allows us to finish as we did the 15 by 20, but also to make sure that the Grow and Deliver strategy is delivered in full. So it was very much my personal decision to commit only for two years.
Yeah. Thank you for committing for another two years.
I think in addition to meeting Thierry's personal wishes, it also makes the succession issue easier to cope with because it's now decided when it's going to happen. As a Supervisory Board and a management team, we can have very open discussions about this, which in many cases is not taking place. We look forward to that process as well and look forward to two great years with Thierry in lead of the company. Thank you very much. Isabelle, did we receive any further questions on this item or anything that's not yet addressed?
No, Nils, we have not received any further questions at this point in time.
Okay. Thank you. I'll proceed with the next item on the agenda, which is item 7A, and that is the reappointment of Mr. Patrick Thomas. We are in the board delighted that Mr.
Thomas has confirmed that he's available to be reappointed for another term of four years. Mr. Thomas was appointed as a member of the Supervisory Board in 2017, and since June 2018, Patrick has been a member of the Audit Committee. He has a proven track record of success within the chemicals and materials science industry, and Mr. Thomas provides a very positive contribution to the Supervisory Board of AkzoNobel, which the Supervisory Board would very much like to see continued, and I think no questions were received for this agenda item before the meeting. Did we receive any questions during the meeting, Isabelle?
No, Nils, we didn't receive any questions on this point.
Thank you. Then furthermore, under this point, Mrs. Sue Clark and Mr. Michiel Jaski are retiring as members of the Supervisory Board today.
And I'll come back to the excellent contribution to the Supervisory Board at the end of this meeting. But given the current size of the company and the required expertise and the fact that the required expertise is sufficiently reflected in the Supervisory Board today, it was deemed appropriate to organically reduce the number of the Supervisory Board members to six. And if there are no comments or further things here, then I will go on to agenda item 8, which consists of two voting points that are proposed to the shareholders each year. It is the extension of the authority 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 22, 2021.
An 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 of the granting or the granting of subscription rights in conformity with agenda 8A, but only regarding shares issued pursuant to the decision of the Board of Management. The authorizations are granted for 18 months and in accordance with the notes to the agenda of the meeting. Isabelle, did we receive any questions or comments to this point?
No, Nils, we didn't receive any comments or questions.
Thank you. Then I'll go on with agenda item 9.
This is the authorization to the Board of Management for a period of 18 months starting on April 22nd, 2021, in case of a shorter period until the day of authorization is again extended to the general meetings of shareholders to acquire common shares in the company's share capital at any time during this period. The number of common shares to be acquired is limited to the maximum number of shares in the company's share capital as permitted by the articles of law and the articles of association that the company may hold on its own share capital at any given moment. The maximum number of shares that the company will hold of its own share capital at any time shall not exceed 10% of the issued share capital.
Common shares may be acquired through the stock exchange or otherwise at a price between par value and the Euronext NV price on the day of purchase plus 10% on condition that the price is no higher than the opening price on the day of purchase. The proposal to allow the company to acquire also a 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 the upper limit, a lso a lower limit is required. Isabelle, did we receive any questions for this during the meeting?
No, Nils, we didn't receive any questions.
Neither. Super. Thank you.
I will now proceed with the final item on the agenda, which is 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 9, which we just dealt with. Cancellations may not be effected earlier than two months after a resolution to cancel shares is adopted and publicly announced, and this will apply for each tranche.
Isabelle, any questions for this point?
No questions on this point, Nils.
No questions for this point either. Did we receive any questions or certain items that were not yet addressed?
No, looking at the chart, we did not receive any further questions.
No further questions. Thank you. And then, as promised by Isabelle at the beginning, I'll remind you to vote if you haven't done it already. And we'll wait a minute for you to give your time to check whether you have voted and are satisfied with the outcome. That was a long minute. I apologize for that, but I'm sure that that has given everybody the chance to do the correct voting.
While we are busy counting the shares, then I would like to say a few words to thank Sue and Michiel for their contribution to the board and the company during the time that they have been on the board. Sue and Michiel, together with Patrick, joined the board in 2017 when the company was under very severe pressure, both from a hostile takeover as well as significant activity in and around the company. The whole tone and the whole situation of the company was very, very unpleasant. I'm not disclosing any secrets when I say that the last four years have required really heavy lifting. A Supervisory Board that worked closely with the Board of Management to overcome the many challenges. You've done that, and you've been part of that in a very, very important way.
Sue has been active in the Remuneration Committee, which has not always been easy. Michiel has given a strong contribution also in the Audit Committee. You've done some really heavy lifting and been a very important part of members of the team during that period and on behalf of all your colleagues in the board. Thank you very much for that. You've been a very important part of the journey. Thank you very much. We'll wish you all the best for the future, and I'm sure there'll be plenty of things and tasks that you can devote your capabilities to going forward. Thank you very much. Now we're going on to the results of the voting. If we've finished counting, good. The first results are now shown on the screen.
I conclude that item 3D, the Remuneration Report for 2020, has received a negative advisory vote. As stated by Dick as well, we'll make sure to take this feedback into consideration by reaching out to our shareholders to further engage on this topic and address the learnings in the Remuneration Report in 2021. I conclude that each of the other items showing on the screen has been adopted by the annual general meetings of shareholders. On the next slide, the following voting items are shown, and I conclude that these voting items have been adopted. The final slide shows the remaining items. Maybe I'm going a little bit fast here. The remaining items and also these voting points have been adopted. I ask the Corporate Secretary to record the voting results.
The voting results will be published on our website as well, so you can go in and see them if you didn't manage to get all the numbers memorized this time. Before I close today's meeting, I would like to thank the management team and all our employees for doing such a great job ensuring our company continues to work well during these very, very difficult times. We have a large number of employees around the world that are doing a fantastic job every single day. And as Thierry mentioned during, and there was a commercial question related to it, this has meant that we've been able to deepen our relationship both with them within the company, but certainly also with our customers and partners around the world. So thank you for everybody, to everybody who's done this great job.
To all of you who attended the meeting today, thank you for attending. Thank you for having an interest in the company, being investors, and spending time with us today. We wish you a safe. It's not really a return, but we wish you safe, good health until we hopefully meet you again next year. Thank you very much, and have a great day.