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Corporate governance

Corporate governance

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

Board structure

We maintain a one-tier board of directors consisting of both executive directors and non-executive directors (each a “director”). Under Dutch law, the board of directors is responsible for our policy and day-to-day management. The non-executive directors supervise and provide guidance to the executive directors.

Director Independence

As a foreign private issuer under the NYSE rules, we are not required to have independent directors on our board of directors, except to the extent that our Audit Committee is required to consist of independent directors.

Board Rules

Committees

Audit Committee

Our audit committee consists of five directors independent under the NYSE requirements. Our board of directors has determined that at least one member is an “audit committee financial expert” as defined by the SEC and also meets the additional criteria for independence of audit committee members set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended.

The principal duties and responsibilities of our audit committee are to oversee and monitor the following:

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    our financial reporting process and internal control system;
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    the integrity of our consolidated financial statements;
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    the independence, qualifications and performance of our independent registered public accounting firm;
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    the performance of our internal audit function; and
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    our compliance with legal, ethical and regulatory matters.

Members: Mr. Maugis, Mr. Guillemot, Mr. Paschke (chairman), Ms. Walker, Mr. Ormerod

Remuneration Committee

Our remuneration committee consists of three directors. The principal duties and responsibilities of the remuneration committee are as follows:

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    to review, evaluate and make recommendations to the full board of directors regarding our compensation policies and establish performance-based incentives that support our long-term goals, objectives and interests;
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    to review and approve the compensation of our Chief Executive Officer, all employees who report directly to our Chief Executive Officer and other members of our senior management;
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    to review and make recommendations to the board of directors with respect to our incentive compensation plans and equity-based compensation plans;
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    to set and review the compensation of and reimbursement policies for members of the board of directors;
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    to provide oversight concerning selection of officers, management succession planning, expense accounts, indemnification and insurance matters, and separation packages; and
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    to provide regular reports to the board of directors and take such other actions as are necessary and consistent with our Amended and Restated Articles of Association.

Members: Mr. Hartman (Chairman), Mr. Evans

Nominating / Governance Committee

Our nominating/corporate governance committee consists of three directors. The principal duties and responsibilities of the nominating/corporate governance committee are as follows:

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    to establish criteria for board and committee membership and recommend to our board of directors proposed nominees for election to the board of directors and for membership on committees of our board of directors; and
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    to make recommendations to our board of directors regarding board governance matters and practices.

Members: Mr. Evans (Chairman), Mr. Brandjes, Mr. Ormerod

Business Governance

As from January 1st, 2013, Constellium is managed through two committees:

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    Operations Committee
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    Executive Committee

Operations Committee

Chairman: Jean-Marc Germain - Chief Executive Officer

Members:

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    Business Units' Presidents
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    Chief Financial Officer
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    VP Strategy & Business Development
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    VP Human Resources

Scope of responsibilities:

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    Develops and implements the operational business decisions, as defined by management and the Board of Directors
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    Monitors the implementation and progress of significant operational projects
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    Monitors the execution of the budget, and in particular the free cash flow generation of the business
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    Submits reports, proposals and recommendations on all matters relating to the operations to the Executive Committee.

Executive Committee

Chairman: Jean-Marc Germain - Chief Executive Officer

Members:

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    Operations Committee members
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    VP P&ARP North America
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    VP Communications
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    VP Legal & General Group Counsel
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    VP EHS & LeanTransformation
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    VP & Chief Technical Officer
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    Chief Information Officer
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    VP Business Planning

Scope of responsibilities:

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    Reviews all strategic issues and evaluates all significant proposed acquisitions or divestments, financial restructuring, alliances and strategic partnerships
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    Develops and monitors implementation of key strategic, financial, investment and organizational decisions
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    Controls the execution of the 5-year plan and of the budget
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    Reviews reports and proposals made by the Operations Committee to evaluate their economic and financial consequences
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    As and when required, submits reports, proposals and recommendations on all matters falling within its scope of responsibility to the Board of Directors.

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.

Whistleblower Policy

This policy is currently being submitted to the necessary regulatory bodies and going through the required employee information and consultation processes. The policy will not be implemented prior to the completion of these various steps in the countries where such steps have to be undertaken.

Insider trading Policy

Articles of Association

Conflict Minerals Disclosure

Key-fact

Constellium is a public company operating with the highest ethical standards and best practices.

Last update 11 July 2016 Back to top