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The board of directors has three committees, each with its own mission to support the board’s activities

Board committees

The board of directors has two committees: the audit and risk committee; the appointments, remuneration and corporate governance committee.

All members of the audit and risk and the appointments, remuneration and corporate governance committees are required to be independent. 

Board of directors and committee composition

Audit and risk committee

Members

The members of the audit and risk committee are: Narayanan Vaghul, Wilbur L Ross, Bruno Lafont, Lewis Kaden, Karyn Ovelmen and Karel de Gucht, all of whom are independent under the company’s corporate governance guidelines, the New York Stock Exchange (NYSE) standards and the 10 Principles of Corporate Governance of the Luxembourg Stock Exchange. The chairman of the audit and risk committee is Mr Vaghul.

Rules

The audit and risk committee makes decisions by a simple majority with no member having a casting vote.

Mission

The primary function of the audit and risk committee is to assist the Board in fulfilling its oversight responsibilities by reviewing:

  • the integrity of the financial reports and other financial information provided by the company to any governmental body or the public;
  • the Company’s compliance with legal and regulatory requirements;
  • the registered public accounting firm’s (Independent Auditor) qualifications and independence;
  • the Company’s system of internal control regarding finance, accounting, legal compliance, ethics and risk management that management and the board have established;
  • the Company’s auditing, accounting and financial reporting processes generally;
  • the identification and management of risks to which the ArcelorMittal group is exposed.

It also examines the yearly, half-yearly and quarterly financial statements for the parent company and the group, and comments on accounting principles and rules and on the valuation rules used by the company when compiling these financial statements.

Operating procedures

The committee is composed of six independent directors, appointed directly by the board of directors. The committee’s meetings are convened by its chairman at least four times a year. It can also meet at the request of at least two of its members.

As part of its role to foster open communication, the committee meets at least annually with management, the head of the internal audit department and the company’s independent accountants in separate executive sessions to discuss any matters that the committee or each of these persons believe should be discussed privately.

Appointments, remuneration and corporate governance committee

Members

The appointments, remuneration and corporate governance committee comprises three directors, all of whom are independent, as were all directors in the two predecessor committees. The members are appointed by the board of directors.

The current members of the appointments, remuneration and corporate governance committee are: Lewis Kaden, Suzanne Nimocks and Tye Burt, all of whom are independent under the company’s corporate governance guidelines, the NYSE standards and the 10 Principles of Corporate Governance of the Luxembourg Stock Exchange. The chairman of the appointments, remuneration and corporate governance committee is Mr Kaden, who is also the board’s lead independent director.

Rules

The appointments, remuneration and corporate governance committee makes decisions by a simple majority with no member having a casting vote.

Mission

The primary function of the appointments, remuneration and corporate governance committee is to assist the board of directors and, in particular, without being exhaustive:

  1. Review and approve corporate goals and objectives relevant to the executive officers and senior management’s compensation, and evaluate performance in light of these goals;
  2. Make recommendations to the board with respect to incentive compensation plans and equity-based plans;
  3. Identify candidates qualified to serve as members of the board and the executive officers;
  4. Recommend candidates to the board for appointment by the general meeting of shareholders or for appointment by the board to fulfil interim vacancies at the board;
  5. Develop, monitor and review corporate governance principles applicable to the company;
  6. Facilitate the evaluation of the board;
  7. Review the succession planning and the executive development programme for the members of the executive officers;
  8. Submit proposals to the board on the remuneration of executive officers members, and on the appointment of new directors and executive officers members;
  9. Make recommendations to the board on the company’s framework of remuneration for the executive officers and such other members of the executive management as designated by the committee to consider. In making such recommendations, the committee may take into account factors that it deems necessary (the remuneration of directors on the board shall be a matter to be decided by the board). This may include cost (including equity/stock options based component) and determination on behalf of the board specific remuneration packages and conditions of employment (including pension rights);

Operating procedures

Without being exhaustive, the committee functions based on the following rule:

It is composed of four members appointed by the board. Its members have relevant expertise or experience relating to the purposes of the committee. The chairman of the committee makes a verbal report of the committee’s decisions and findings to the board after each committee meeting.