ArcelorMittal places a strong emphasis on corporate governance, with a large independent majority in its board of directors: eight independent directors among its 12 members. ArcelorMittal’s audit committee and its appointments, remuneration and corporate governance committee are both comprised entirely of independent directors.
A director is considered ‘independent’ if:
- he or she is independent within the meaning of the Listed Company Manual of the New York Stock Exchange, as amended from time to time, or any successor manual or provisions, subject to the exemptions available for foreign private issuers (the ‘NYSE standards’);
- he or she is unaffiliated with any shareholder owning or controlling more than 2% of the total issued share capital of ArcelorMittal;
- the board of directors makes an affirmative determination to this effect. For these purposes, a person is deemed affiliated to a shareholder if he or she is an executive officer, a director who also is an employee, a general partner, a managing member or a controlling shareholder of such shareholder.
The 10 Principles of Governance of the Luxembourg Stock Exchange, which constitute ArcelorMittal's domestic corporate governance code, require ArcelorMittal to define the independence criteria that apply to its directors.
There is no requirement in our articles of association that directors be shareholders of the company. However, in consideration of corporate governance trends indicating that a reasonable amount of share ownership helps better align the interests of the directors with those of all shareholders, the Board of Directors adopted on October 30, 2012 share ownership guidelines for non-executive directors. The directors are required to own 10,000 shares and the Lead Independent Director is required to own 15,000 shares, both within five years of October 30, 2012, or if the director is appointed after October 30, 2012, within five years of his or her appointment.