Governance
Constellium is a public company, listed on the NYSE, 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 of Directors
The Board of Directors is collectively responsible for the management of the Company, the general conduct of the Company’s business and its corporate governance structure. The Non-Executive Directors supervise and provide guidance to the Executive Director, who is entrusted with the day-to-day management of the Company.
We maintain a one-tier board of directors consisting of both executive directors and non-executive directors (each a “director”). 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.
Audit Committee
Members: The Audit Committee consists of four Independent Directors (according to the NYSE requirements): Werner P. Paschke (Chairman), Martha Brooks, John Ormerod, Lori A. Walker.
Functions: Some of the principal duties and responsibilities of the Audit Committee include overseeing and monitoring our financial reporting process and internal control system; the integrity of our consolidated financial statements; the independence, qualifications and performance of our independently registered public accounting firm; the performance of our internal audit function; our related party transactions; review of our risk assessment and related processes; and our compliance with legal, ethical and regulatory matters.
HR and Remuneration Committee
Members: The Remuneration Committee consists of four Directors: Peter F. Hartman (Chairman), Martha Brooks, Richard B. Evans, Guy Maugis.
Function: Some of the principal duties and responsibilities of the Remuneration Committee include: review, evaluate and make recommendations to the Board regarding compensation policies and establish performance-based incentives that support our long-term goals, objectives and interests; review, set and approve corporate goals and objectives relevant to the compensation of the Chief Executive Officer; review and approve the compensation of all employees who report directly to the Chief Executive Officer; review and make recommendations to the Board with respect to incentive and equity based compensation plans; provide oversight concerning selection of officers, management succession planning, expense accounts, indemnification and insurance matters, and separation packages; and assist the Board in reviewing succession planning and the talent development process; assess compensation philosophy and policies to monitor risk management; and prepare responses to any shareholder proposals relating to remuneration policies of the Company.
Constellium HR and Remuneration Policy (PDF - in English only)
Constellium HR and Remuneration Committee Charter (PDF - in English only)
Nominating / Governance Committee
Members: The Nominating/Governance Committee consists of three Directors: Richard B. Evans (Chairman), Michiel Brandjes, John Ormerod.
Function: Some of the principal duties and responsibilities of the Nominating/Governance Committee include: identify and recommend to the Board candidates to be elected or appointed to the Board; draw up selection criteria and appointment procedures for Board members; recommend Committee Chairman and membership appointments and reappointments for consideration by the Board; periodically assess the size and composition of the Board, and make a proposal for a composition profile of the Board; make recommendations to the Board with respect to determinations of Director independence; conduct the Board’s annual governance review with respect to the Company; establish an appropriate process for and oversee the self-assessment of the Board (including Board self-assessment, Committee self-assessments and Director assessments), and oversee the evaluation of management; conduct timely succession planning for the Chief Executive Officer; supervise the policy of the Board on the selection criteria and appointment procedures for senior management; and consider questions of possible conflicts of interest of Board members and of senior executives.
Constellium Nominating & Governance Committee Charter (PDF - in English only)
Environment, Health and Safety Committee
Members: The Environment, Health and Safety Committee consists of three Independent Directors (according to the NYSE requirements): Guy Maugis (Chair), Philippe Guillemot and Lori Walker.
Functions: Some of the principal duties and responsibilities of the Environment, Health and Safety Committee are to review and monitor the Company’s policies, practices and programs with respect to the management of EHS affairs, including sustainability; adequacy of the Company’s policies, practices and programs for ensuring compliance with EHS laws and regulations; and any significant EHS litigation and regulatory proceedings in which the Company is or may become involved.
Constellium Environment, Health and Safety committee Charter (PDF - in English only)
Code of Conduct
Our worldwide Code of Employee and Business Conduct sets out the standard of behavior we expect from our employees. The Code governs the way Constellium acts in business, and how we expect our business partners, customers 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. For suppliers, we have developed a specific Code of Conduct.
Whistleblower Policy
We implemented a whistleblower policy to foster an environment where our employees can act without fear of retaliation and report wrongdoing or suspected wrongdoing or irregularities of a financial, accounting, banking or corruption nature in Constellium to a reporting official. To facilitate this reporting, we have established an external hotline in all the countries and languages we have operations in.
Insider trading Policy
We have an Insider Trading policy which sets out the restrictions on trading in Constellium securities and the use of inside information.
Chairman
Mr. Evans has served as a director since January 2011 and as our Chairman since December 2012.
Mr. Evans is currently an independent director of CGI, an IT consulting and outsourcing company. In 2016, Mr. Evans resigned as a non-Executive Director of Noranda Aluminum Holding Corporation following its successful liquidation through the Chapter 11 bankruptcy process. He retired in May 2013 as non-executive Chairman of Resolute Forest Products, a Forest Products company based in Montreal. He retired in April 2009 as an executive director of London-based Rio Tinto plc and Melbourne-based Rio Tinto Ltd., and as Chief Executive Officer of Rio Tinto Alcan Inc., a wholly owned subsidiary of Rio Tinto.
Previously, Mr. Evans was President and Chief Executive Officer of Montreal based Alcan Inc. from March 2006 to October 2007, and led the negotiation of the acquisition of Alcan by Rio Tinto in October 2007. He was Alcan’s Executive Vice President and Chief Operating Officer from September 2005 to March 2006. Prior to joining Alcan in 1997, he held various senior management positions with Kaiser Aluminum and Chemical Company during his 27 years with that company. Mr. Evans is a past Chairman of the International Aluminum Institute (IAI) and is a past Chairman of the Washington, DC-based U.S. Aluminum Association. He previously served as Co-Chairman of the Environmental and Climate Change Committee of the Canadian Council of Chief Executives and as a member of the Board of USCAP, a Washington, DC-based coalition concerned with climate change.
Executive Director
Mr. Germain has served as an executive director since June 2016 and as our Chief Executive Officer since July 2016.
Prior to joining Constellium, Jean-Marc Germain was Chief Executive Officer of Algeco Scotsman, a Baltimore-based leading global business services provider focused on modular space and secure portable storages. Previously, Mr. Germain held numerous leadership positions in the aluminium industry including senior executive roles in operations, sales & marketing, financial planning and strategy with Pechiney, Alcan and Novelis. His last position with Novelis from 2008 to 2012 was as President for North American operations.
Earlier in his career, he held a number of international positions with Bain & Company and GE Capital. Mr. Germain is a graduate of Ecole Polytechnique in Paris, France and a dual French and American citizen.
Director
Mr. Brandjes has served as a non-executive director since June 2014. He served as Company Secretary and General Counsel Corporate of Royal Dutch Shell plc from 2005 to 2017.
Mr. Brandjes formerly served as Company Secretary and General Counsel Corporate of Royal Dutch Petroleum Company. He served for 25 years on numerous legal and non-legal jobs in the Shell Group within the Netherlands and abroad, including as head of the legal department in Singapore and as head of the legal department for North East Asia based in Beijing and Hong Kong. Before he joined Shell, Mr. Brandjes worked at a law firm in Chicago after graduating from law school at the University of Rotterdam and at Berkeley, California.
He has published a number of articles on legal and business topics, is a regular speaker on corporate legal and governance topics and serves in a number of advisory and non-executive director positions not related to Shell or Constellium.
Director
Ms. Brooks has served as a non-executive director since June 2016.
Ms. Brooks was until her retirement in May 2009, President and Chief Operating Officer of Novelis, Inc, where she held senior positions since 2005. From 2002 to 2005, she served as Corporate Senior Vice President and President and Chief Executive Officer of Alcan Rolled Products, Americas and Asia. Before she joined Alcan, Ms. Brooks served 16 years with Cummins, the global leader in diesel engine and power generation from 1986 to 2002, ultimately running the truck and bus engine business.
She is currently a member of the Boards of Directors of Bombardier Inc. and Jabil Circuit Inc. and has previously served as a director of Harley Davidson and International Paper. Ms. Brooks holds a BA in Economics and Political Science and a Master’s in Public and Private Management from Yale University.
Director
Ms Frachet was appointed as a Non-Executive Director of Constellium in May 2018.
Ms Frachet is currently Managing Director and member of the Mid & Large Cap Executive committee at Bpifrance Investissement that she joined in 2009. Ms Frachet is also, as permanent representative of Bpifrance, a Director of Eutelsat Communications, and an observer on the Board of Paprec and Horizon Parent Holdings Sarl.
Previously, Ms Frachet served for Bpifrance as a member of the Board of Carso (from 2013 to 2016), Cylande (from 2010 to 2017) and Sarenza (from 2014-2018), and as an Independent Director of Eurosic (from 2015 to 2017). From 2002 to 2009, Ms Frachet held various positions in auditing and financial consulting on mergers & acquisitions and LBOs at Ernst &Young, Pricewaterhouse Coopers and Société Générale CIB in Paris. Ms Frachet graduated from ESSEC Business School in Paris in 2002.
Director
Mr. Guillemot has served as a non-executive director since May 2013.
He has nearly thirty-five years of experience in Automotive, Energy and the Telecom industry, where he held CEO and COO positions leading many successful transformations. In December 2017, Mr. Guillemot was appointed CEO of Elior Group, a concession and contract catering leader. Prior to that, Mr. Guillemot served as Chief Operating Officer of Alcatel-Lucent until a successful turnaround led to Nokia’s full acquisition at the end of 2016. From April 2010 to February 2012, he served as Chief Executive Officer of Europcar Group.
From 2010 to 2012, Mr. Guillemot served as a director and audit committee member of Visteon Corp. Mr. Guillemot served as Chairman and CEO of Areva T&D from 2004 to 2010, and as division Vice President at Valeo and then Faurecia from 1998 to 2003. Mr. Guillemot began his career at Michelin, where he held various positions in quality and production at sites in Canada, France and Italy. He was a member of Booz Allen Hamilton’s Automotive Practice from 1991 to 1993 before returning to Michelin to serve as an operations manager, director of Michelin Group’s restructuring in 1995-1996, Group Quality Executive Vice-President, Chief Information Officer and member of the Group Executive Committee. Mr. Guillemot received his undergraduate degree in 1982 from Ecole des Mines in Nancy and received his MBA from Harvard Business School in Cambridge, MA in 1991.
Director
Mr. Hartman has served as a non-executive director since June 2014. He served as Vice Chairman of Air France KLM from July 2013 until May 2017.
He also serves as member of the supervisory boards of Fokker Technologies Group B.V since 2013 (chairman since 2016), Air France KLM S.A. since 2010 (member of the audit committee from July 2016 until May 2017), Royal KPN N.V. since April 2015 (chairman of the remuneration committee) and Texel Airport N.V. since mid-2013 (chairman since January 2014).
Previously, Mr. Hartman served as President and CEO of KLM Royal Dutch Airlines from 2007 to 2013, and as member of the supervisory boards of Kenya Airways from 2004 to 2013, Stork B.V. from 2008 to 2013, CAI Compagnia Aerea Italiana S.p.A. from 2009 to January 2014, Delta Lloyd Group N.V. from 2010 to May 2014 and Royal Ten Cate N.V. from July 2013 to February 2016. Mr. Hartman received a Bachelor’s degree in Mechanical Engineering from HTS Amsterdam, Amsterdam and a Master’s degree in Business Economics from Erasmus University, Rotterdam.
Director
Mr. Maugis has served as a non-executive director since 2011.
Mr. Maugis is advisor of the Board of Robert Bosch GmbH, after being President of Robert Bosch France SAS for 12 years. The French subsidiary covers all the activities of the Bosch Group, a leader in the domains of the Automotive Equipments, Industrial Techniques and Consumer Goods and Building Techniques.
He is also President of the French-German Chamber of Commerce and Industry. Mr. Maugis is a former graduate of Ecole Polytechnique, Engineer of “Corps des Ponts et Chaussées” and worked for several years at the Equipment Ministry. At Pechiney, he managed the flat rolled products factory of Rhenalu Neuf-Brisach. At PPG Industries, he became President of the European Flat Glass activities. With the purchase of PPG Glass Europe by ASAHI Glass, Mr. Maugis assumed the function of Vice-President in charge of the business development and European activities of the automotive branch of the Japanese group.
Director
Mr. Ormerod has served as a non-executive director since June 2014. Mr. Ormerod is a chartered accountant and worked for over 30 years in public accounting firms.
He served for 32 years at Arthur Andersen, serving in various client service and management positions, with last positions held from 2001 to 2002 serving as Regional Managing Partner UK and Ireland, and Managing Partner (UK). From 2002 to 2004, he was Practice Senior Partner for London at Deloitte (UK) and was member of the UK executives and Board. Mr. Ormerod is a graduate of Oxford University.
Mr. Ormerod currently serves in the following director positions: since 2006, as non-executive director of the audit committee of Gemalto N.V., where he also served as its Chairman until September 2017, and as member of the compensation committee; since 2008, as non-executive director of ITV plc, and as member of the remuneration and nominations committees, and as Chairman of the audit committee since 2010. Until December 31, 2015, Mr. Ormerod served as a non-executive director of Tribal Group plc., as member of the audit, remuneration and nominations committees and as Chairman of the board. Mr. Ormerod served as non-executive director and Chairman of the audit committee of Computacenter plc., and as member of the remuneration and nominations committees until April 1, 2015. Mr. Ormerod also served as a senior independent director of Misys plc. from 2006 to 2012, and as Chairman of the audit committee from 2005 to 2012.
Director
Mr. Paschke has served as a non-executive director since May 2013.
From 2008 until April 2017, he served as an independent director of Braas Monier Building Group, Luxembourg, where he chaired the Audit Committee. He is an Advisory Board Member for Weber Automotive GmbH. In previous years, he served on the Supervisory Boards of Conergy Aktiengesellschaft, Hamburg, Coperion GmbH, Stuttgart and several smaller companies. From 2003 to 2006, he was Managing Director and Chief Financial Officer of Demag Holding in Luxembourg, where he actively enhanced the value of seven former Siemens and Mannesmann Units.
From 1992 to 2003, he worked for Continental Aktiengesellschaft in Hannover/Germany, and since 1993 as Generalbevollmächtigter responsible for corporate controlling plus later, accounting. From 1989 to 1992, he served as Chief Financial Officer for General Tire Inc., in Akron/Ohio, USA. From 1973 to 1987, he held different positions at Continental AG in finance, distribution, marketing and controlling. Mr Paschke studied economics at Universities Hannover, Hamburg and Münster/Westphalia, where he graduated as Diplomkaufmann in 1973. He is a 1993 graduate of the International Senior Management Program at Harvard Business School.
Director
Ms. Walker has served as a non-executive director since June 2014.
Ms. Walker currently serves as the audit committee chair of Southwire since 2014, and as a member of the audit and compensation committees of Compass Minerals since 2015. In August 2016, Ms. Walker was appointed to the Audit Committee Chair at Compass Minerals. Ms. Walker previously served as Chief Financial Officer and Senior Vice President of The Valspar Corporation from 2008 to 2013, where she led the Finance, IT and Communications teams. Prior to that position, Ms. Walker served as Valspar’s Vice President, Controller and Treasurer from 2004 to 2008, and as Vice President and Controller from 2001 to 2004.
Prior to joining Valspar, Ms. Walker held a number of roles with progressively increasing responsibility at Honeywell Inc. during a 20-year tenure, with her last position there serving as director of Global Financial Risk Management. Ms. Walker holds a Bachelor of Science of Finance from Arizona State University and attended the Executive Institute Program and the Director’s College at Stanford University.
Chief Executive Officer
Mr. Germain has served as an executive director since June 2016 and as our Chief Executive Officer since July 2016.
Prior to joining Constellium, Jean-Marc Germain was Chief Executive Officer of Algeco Scotsman, a Baltimore-based leading global business services provider focused on modular space and secure portable storages. Previously, Mr. Germain held numerous leadership positions in the aluminium industry including senior executive roles in operations, sales & marketing, financial planning and strategy with Pechiney, Alcan and Novelis. His last position with Novelis from 2008 to 2012 was as President for North American operations.
Earlier in his career, he held a number of international positions with Bain & Company and GE Capital. Mr. Germain is a graduate of Ecole Polytechnique in Paris, France and a dual French and American citizen.
President, Packaging and Automotive Rolled Products business unit
Mr. Basten has served as President of the Packaging and Automotive Rolled Products business unit since September 2017. He previously served as our Executive Vice President, Strategy, Business Development, Research & Development since 2016, and prior to that as our Vice President, Strategy and Business Planning, the Managing Director of Soft Alloys Europe at our Automotive Structures and Industry Business Unit and our Vice President Strategic Planning & Business Development.
Mr. Basten joined Alcan in 2005 as the Director of Strategy and Business Planning at Alcan Specialty Sheet, and became Director of Sales and Marketing in 2008, responsible for the aluminium packaging applications markets. Prior to joining Alcan, Mr. Basten worked as a consultant at Monitor Group, a Strategy Consulting firm. His assignments ranged from developing marketing, corporate, pricing and competitive strategy to M&A and optimizing manufacturing operations.
Mr. Basten holds degrees in Applied Physics (Delft University of Technology, Netherlands) and Economics & Corporate Management (ENSPM, France).
Senior Vice President, Public Affairs, Communications and Sustainability
Mr. Brun has served as our Senior Vice President, Public Affairs, Communications and Sustainability since January 2018. Prior to that, he served as Senior Vice President, Public Affairs and Communications from September 2017 to January 2018, and as Vice President, Communications from January 2011 to January 2017. He previously held the same role at Alcan Engineered Products since June 2008. From 2005 through June 2008, Mr. Brun served in the roles of Vice President, Communications for Thales Alenia Space and also as Head of Communications for Thales’ Space division.
Prior to 2005, Mr. Brun held senior global communications positions as Vice President External Communications with Alcatel, Vice President Communications Framatome ANP/AREVA, and with the Carlson Wagonlit Travel Group. Mr. Brun serves as President of Constellium Neuf Brisach SAS since October 2014, and as head of the French Branch of Constellium N.V. since May 2018. Mr. Brun attended University of Paris-La Sorbonne and received a degree in economics. He has a master’s degree in corporate communications from Ecole Française des Attachés de Presse and a certificate in marketing management for distribution networks from the Ecole Supérieure de Commerce in Paris.
Senior Vice President Manufacturing Excellence and Chief Technical Officer
Mr. Clark has served as our Senior Vice President Manufacturing Excellence and Chief Technical Officer since October 2016. In this role, Mr. Clark is responsible for research and technology at Constellium and supervises all EHS, Lean Continuous Improvement activities as well as Engineering, Reliability and CAPEX planning and execution. Prior to joining Constellium, Mr. Clark was Senior Vice President and Chief Technical Officer of Novelis.
Mr. Clark graduated from Purdue University in Engineering and has more than 30 years of industry experience with Alcoa and Novelis on three continents.
President, Aerospace and Transportation business unit
Ms. Joerg has served as President of our Aerospace and Transportation business unit since June 2015. Previously, Ms. Joerg served as Chief Executive Officer of Aleris Rolled Products Europe.
Prior to joining Aleris, Ms. Joerg held leadership positions with Alcoa where she was President of its European and Latin American Mill Products business unit, and commercial positions with Amag Austria. Ingrid Joerg received a Master’s Degree in Business Administration from the University of Linz, Austria.
Senior Vice President and Chief Human Resources Officer
Mr. Jurkovic has served as our Senior Vice President and Chief Human Resources Officer since November 2016. Prior to joining Constellium, Mr. Jurkovic was Senior Vice President and Chief Human Resources Officer of Algeco Scotsman. He started his career as a financial analyst before taking on various HR leadership roles in Europe, Asia and the U.S. with United Technologies and Novelis.
Mr. Jurkovic has a BS from Allegheny College and an MBA from Purdue University.
Senior Vice President and Group General Counsel
Mr. Leach has served as our Senior Vice President and Group General Counsel and Secretary to the Board of Constellium since January 2011 and previously was Vice President and General Counsel at Alcan Engineered Products. Mr. Leach joined Pechiney in 1991 from the international law firm Richards Butler (now Reed Smith).
Prior to becoming General Counsel at Alcan Engineered Products, he was the General Counsel of Alcan Packaging and held various senior legal positions in Rio Tinto, Alcan and Pechiney. He has been admitted in a number of jurisdictions, holds a law degree from Oxford University (MA Jurisprudence) and an MBA from the London Business School.
Executive Vice President and Chief Financial Officer
Mr. Matt has served as our Executive Vice President and Chief Financial Officer Designate since November 2016 and became our Chief Financial Officer on January 1, 2017.
Prior to joining Constellium, he spent 30 years in investment banking at First Boston/ Credit Suisse where he built leading Metals and Diversified Industrials coverage practices. From 2010-2015, he was the Managing Director and Group Head at First Boston/Credit Suisse responsible for managing the firm’s Global Industrials business in the Americas. Throughout his career, Mr. Matt has worked closely with management teams across a broad range of competencies including business strategy, capital structure, capital allocation, investor communications, treasury and mergers and acquisitions.
He is a graduate of Amherst College.
Vice President and Chief Information Officer
Vittorio Rossetti joined Constellium in April 2012, and is the Vice President and Chief Information Officer since February 2013.
Prior to that he worked 16 years for Johnson & Johnson, in Italy, the UK, Belgium and the US. He has led major transformation programmes in the Consumer, Medical Devices and Pharmaceutical sectors. He has also set up and managed global outsourcing contracts. Prior to Johnson & Johnson he worked for Pirelli, for both the Tyre and Cables businesses.
Vittorio holds a degree in Computer Science and a Master in Industrial Technologies and Business Management from the Milano Polytechnic.
President, Automotive Structures and Industry business unit
Mr. Warton has served as President of our Automotive Structures and Industry business unit since January 2011, and held the same role at Alcan Engineered Products since November 2009. Previously, he held Managing Director or Business Unit President positions at British Aluminium, Alcoa and Sapa, managing extrusion and fabrication operations across Europe, North America and China. During his career, Mr. Warton has also served in various manufacturing, sales and general management roles in the automotive and construction industries.
Mr. Warton has been a member of the Building Board of the European Aluminium Association (EA) and is currently Chairman of the EA Extruders Division. He holds an MBA from the London Business School and a degree in Production Engineering from the University of Birmingham.