Governance

Corporate governance

In accordance with the Board of Directors’ decision of December 9, 2008, ERAMET abides by the Afep/Medef code of corporate governance for listed companies.
ERAMET’s Board of Directors has adopted a conventional governance method, with a Chair and Chief Executive Officer (CEO) carrying out both the executive management of the Group and the chairmanship of the Board of Directors. Under the company’s statutes, "no decision concerning the company’s major strategic, economic, financial or technological orientations may take place without prior deliberation by the Board."

The Board of Directors

In accordance with the shareholders' agreement of March 16, 2012, as regularly updated, the Board of Directors is as follows:

• five directors put forward by the SORAME-CEIR concert party;
• three directors put forward by Agence des Participations de l’Etat (“APE”);
• two directors put forward by STCPI (Société Territoriale Calédonienne de Participation Industrielle / New Caledonia);
• five directors, who must be private individuals, three of whom are put forward by the SORAME-CEIR concert party and two by APE, on the basis of their competence and their independence with respect to the party that proposes them and the company itself, in line with the Afep/Medef code of corporate governance for listed companies;
• one director put forward by mutual agreement between SORAME-CEIR and APE;
• a director who is called upon to chair the Board of Directors.

Furthermore, in accordance with article L. 22-10-7 of the French commercial code, two directors representing employees are appointed which brings the total number of directors to nineteen.

The Board of Directors currently includes 18 members. It is composed as follows:

• Mr. Alilat ANTSELEVE-OYIMA;
• Ms. Christel BORIES (Chair and Chief Executive Officer)*;
• Mr. Emeric BURIN des ROZIERS (independent director);
• CEIR, represented by par Ms. Nathalie de LA FOURNIERE;
• Ms. Christine COIGNARD (independent director);
• Mr. François CORBIN (independent director), lead director;
• SORAME, represented by Mr. Cyrille DUVAL;
• Mr. Jérôme DUVAL;
• Mr. Jean-Yves GILET;
• Ms. Manoelle LEPOUTRE (independent director);
• Ms. Miriam MAES (independent director);
• Mr. Nicolas NOEL (director representing employees);
• Mr. Franck PECQUEUX (director representing employees);
• Ms. Catherine RONGE (independent director);
• Ms. Sonia SIKORAV (independent director);
• Mr. Claude TENDIL (independent director);
• Mr. Romain VALENTY, French Government representative;
• Mr. Jean-Philippe VOLLMER.

Furthermore, a staff representative designated by Eramet SA's Social and Economic Committee participates in the Board meeting without the right to vote.

(*) As of May 23, 2017.

• Internal rules - Board of Directors (in French only)

The Audit, Risks and Ethics Committee

The Committee is comprised of six members and tasked, under the Board of Directors’ responsibility, with:

As regards auditing and risks, monitoring:

• the economic and financial information production process;
• the effectiveness of internal control and risk management systems;
• legal control by the statutory auditors of the company’s annual financial statements and, as the case may be, consolidated financial statements;
• management of conflicts of interest through the identification and application of regulated agreements and agreements between affiliated parties;
• the independence of statutory auditors.

As regards ethics, supervising and controlling the implementation of the company’s ethics and compliance process, and ensuring that relevant procedures are in place.

The Committee is currently comprised of:

• Ms. Christine COIGNARD (independent director);
• Mr. François CORBIN (independent director), lead director;
• Mr. Cyrille DUVAL;
• Ms. Miriam MAES (independent director) - Committee Chair;
• Ms. Sonia SIKORAV (independent director);
• Mr. Romain VALENTY.
• Internal rules - Audit, Risks and Ethics Committee (in French only)

The Compensation and Governance Committee

The Committee is tasked with:

As regards compensation:

• examining and drawing up proposals for the Board of Directors on all types of compensation for executive corporate officers;
• ensuring that the company meets its obligations with respect to compensation transparency;
• making proposals on the principles for the determination and annual individual allocation of directors’ attendance fees;
• making proposals with respect to shareholding programs for the benefit of certain categories of personnel or all personnel (including any form of compensation in shares or linked to shares).

With respect to governance, the Committee:

• monitors, on behalf of the Board, changes in governance practices and in the functioning and missions of the Board and of its Committees;
• prepares and implements the annual appraisal of the functioning of the Board and of its Committees;
• and proposes criteria for determining a director’s independent status to the Board.

The Committee is currently comprised of:

• Mr. Cyrille DUVAL;
• Ms. Miriam MAES (independent director);
• Ms. Catherine RONGE (independent director);
• Mr. Claude TENDIL (independent director) – Committee Chair;
• Mr. Romain VALENTY.
• Internal rules - Compensation and Governance Committee (in French only)

The Appointment Committee

With four members, the Committee leads the process for proposing the appointment of new directors to the Board:

• With regard to the consideration of proposals for the appointment of new directors, the Committee ensures that no legal incompatibility or conflict of interest exists.
• Concerning proposals for the appointment of new independent directors, it studies the extent to which potential candidates fulfil the conditions of competence, knowledge, experience and availability required for the position and meet the independence criteria proposed by the Compensation & Governance Committee.

The Committee also makes sure that a succession plan, drawn up under the responsibility of the Group’s Chief Executive Officer, exists for the Group’s main executives. As regards the succession of executive corporate officers, including in the event of unforeseeable vacancy, it must be able to propose succession solutions to the Board of Directors.
Finally, it proposes the composition of the Board of Directors’ specialised Committees to the Board.

The composition of the Committee is currently as follows:

• Mr. Cyrille DUVAL;
• Ms. Manoelle LEPOUTRE (independent director);
• Mr. Claude TENDIL (independent director) – Committee Chair;
• Mr. Romain VALENTY.

• Internal rules - Appointment Committee (in French only)

The Strategy and CSR* Committee

*Corporate Social Responsibility

With a maximum of 10 members, the Committee is tasked with:

• As regards strategy, assisting the Board of Directors in determining strategic orientations for the Group’s activities and, in particular, examining the following before they are referred to the Board: the medium-term plan, all major projects, particularly those relating to the Group’s development and strategic positioning, strategic partnership projects and any acquisition or equity investment, capital, divestment or alliance operations with a significant impact or entailing significant commitments for the Group.
• As regards CSR, assisting the Board and, more specifically, assessing the compliance between the Group’s strategy and its CSR  principles, making sure that management analyses internal and external factors relating to CSR issues (risks and opportunities) with an influence over the Group, ensuring that the vigilance plan is implemented in accordance with official regulations, knowing the main findings and observations from the independent third-party organisation’s work with respect to CSR regulations, and assessing and examining management’s action plans.

The Committee is currently comprised of:

• Ms. Christel BORIES (Chair and Chief Executive Officer);
• Ms. Christine COIGNARD (independent director);
• Mr. Cyrille DUVAL;
• Mr. Jérôme DUVAL;
• Mr. Jean-Yves GILET;
• Ms. Nathalie de LA FOURNIERE;
• Ms. Manoelle LEPOUTRE (independent director) – Committee Chair;
• Ms. Sonia SIKORAV (independent director);
• Mr. Romain VALENTY.
• Internal rules - Strategy and CSR Committee (in French only)

The Executive Committee (ComEx) comprises:

• the Chair and CEO, Ms. Christel BORIES;
• the Chief Financial Officer, in charge of procurement and IT, Mr. Nicolas CARRÉ;
• the Chief Operating Officer, Mr. Kléber SILVA;
• the Executive Vice-President High Performance Alloys Division, Mr. Jérôme FABRE;
• the Executive Vice-President Human Resources, Health and Security, Ms. Anne-Marie Le MAIGNAN;
• the Chief Sustainability and External Affairs Officer, Ms. Virginie de CHASSEY;
• the Chief Development Officer, in charge of Strategy, Innovation and Business Development, Mr. Geoff STREETON;
• the Group General Counsel, Mr. Guillaume VERCAEMER.

• Eramet statutes (in French only)
• Internal rules - Board of Directors (in French only)
• Internal rules - Audit, Risks and Ethics Committee (in French only)
• Internal rules - Compensation and Governance Committee (in French only)
• Internal rules - Appointment Committee (in French only)
• Internal rules - Strategy and CSR Committee (in French only)