Audit and Risk Management Committee

 

Composition

The three members of the Audit and Risk Management Committee are Ms. Laurence Mulliez, Mr. Romain Bausch and Mr. Joseph Greenwell. Ms. Laurence Mulliez is the Chairperson of the Audit and Risk Management Committee. Each of these members is an independent director in accordance with the 10 Principles of Corporate Governance of the Luxembourg Stock Exchange. 

Rules

The Audit and Risk Management Committee takes decisions by a simple majority.

Mission

With respect to audit related matters, the primary function of the Audit and Risk Management Committee is to assist the Board of Directors in fulfilling its oversight responsibilities by reviewing:

  • financial reports and other financial information provided to any governmental body or the public;
  • system of internal control regarding finance, accounting, legal, compliance and ethics established by the Board of Directors and senior management; and
  • auditing, accounting and financial reporting processes generally.

With respect to audit related matters the Audit and Risk Management Committee’s primary duties and responsibilities relating to this function are to:

  • be an independent and objective party to monitor our financial reporting process and internal controls system;
  • review and appraise the audit efforts of Aperam’s independent external auditors and internal auditing department;
  • review major legal and compliance matters and their follow up;
  • provide an open avenue of communication among our independent auditors, senior management, the internal audit department, and the Board of Directors
  • approve the appointment and fees of our independent auditors; and
  • monitor the independence of the independent auditors.

 

With respect to risk management related matters, the primary function of the Audit and Risk Management Committee is to support the Board of Directors in fulfilling its corporate governance and oversight responsibilities by assisting with the monitoring and review of our risk management process. In that regard, its main responsibilities and duties are to assist the Board of Directors by developing recommendations regarding the following matters:

  • oversight, development and implementation of a risk identification and management process and the review of this process in a consistent manner throughout the Company;
  • review of the effectiveness of our risk management framework, policies and process at the corporate and operating segment levels and the proposal of improvements, with the aim of ensuring that our management is supported by an effective risk management system;
  • promotion of constructive and open exchanges on risk identification and management among senior management, the Board of Directors, the legal department and other relevant departments of the Company;
  • review of proposals to assess, define and review the level of risk tolerance to ensure that appropriate risk limits are in place;
  • review of our internal and external audit plans to ensure that they include a review of the major risks we face; and

  • making recommendations within the scope of its charter to Aperam’s senior management and to the Board of Directors about senior management’s proposals concerning risk management. In fulfilling its duties, the Audit and Risk Management Committee may seek the advice of outside experts.