Governance / About Constellium - Constellium - advanced aluminium products and solutions

Governance

Constellium is a private company operating to public company standards and best practices. Aiming to set high ethical standards, Constellium is answerable to our shareholders, the Board of Directors and Committees, and our worldwide code of conduct.

Shareholders

Apollo is the majority shareholder with 51%, Rio Tinto holds 39%, and the remaining 10% is held by FSI (Fonds Stratégique d’Investissement).

Apollo - Apollo Investment Fund VII, L.P., an affiliated of Apollo Global Management, LLC ("Apollo"), is a leading global alternative asset manager. As of December 31, 2010, Apollo had assets under management of $67.6 billion in its private equity, capital markets and real estate businesses combined.

Rio Tinto is a leading international mining group with headquarters in the UK. Its business is discovering, mining, and processing mineral resources. Its major products include aluminium, copper, diamonds, energy (coal and uranium), gold, industrial minerals (borax, titanium dioxide, salt, talc) and iron ore.

FSI is the French investment fund owned by the Caisse des Dépôts (51%) and the French government (49%) created to become a long term minority investor in industrial businesses which are of particular importance for the French economy.

Board of Directors and Committees

Constellium has a single-tier Board of eight directors (five nominated by Apollo, two by Rio Tinto, one nominated from FSI) and a number of Board Committees including:

Executive Committee,
Audit Committee (including environment, health and safety responsibilities),
Remuneration Committee,
Government and Public Affairs Committee.

Role of the Board and Committees:

Help shape strategic direction for Constellium
Review the company’s financial performance, including approval of annual budgets and material investment projects

The Board accomplishes a majority of this through a delegation of authority to the Executive Committee, which works with the senior management team.

The Executive Committee includes two directors nominated by Apollo and one director nominated by Rio Tinto, with decisions made by a simple majority vote.

Other committees take greater ownership of specific agendas such as audit and EHS, remuneration and government and public affairs.

Executive Management Committee

The Executive Management Committee:

makes decisions on issues that fall within the remit of the management team;
coordinates closely with the Board’s Executive Committee;
develops and implements key strategic, operational, financial, investment and organizational decisions for the company.

Find out more about Constellium’s Executive Management Committee

Code of Conduct

Constellium has defined a Worldwide Code of Employee and Business Conduct. This policy informs the way Constellium acts in doing business, and how we expect our partners and suppliers to behave. It applies to all Constellium employees, subject to applicable local law.

Compliance with the Code is essential to preserving and enhancing the company’s reputation as a responsible corporate citizen, and ultimately, to maximizing shareholder value.