Remuneration, Nomination and Corporate Governance Committee


Composition

The three members of the Remuneration, Nomination and Corporate Governance Committee are Messrs. Romain Bausch and Joseph Greenwell and Ms. Kathryn Matthews. Mr. Romain Bausch is the Chairman of the Remuneration, Nomination and Corporate Governance 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 Remuneration, Nomination and Corporate Governance Committee takes decisions by a simple majority.

Mission

The Board of Directors has established the Remuneration, Nomination and Corporate Governance Committee to:

  • review and evaluate on a yearly basis the performance of the Management Committee as a whole and its individual members.
  • determine Aperam’s compensation framework, including short and long term incentives for the Chief Executive Officer, the Chief Financial Officer, the members of the Management Committee;
  • review and approve succession and contingency plans for key managerial positions at the level of the Management Committee;
  • consider any candidate for appointment or reappointment to the Board of Directors at the request of the Board of Directors and provide advice and recommendations to it regarding the same;
  • evaluate the functioning of the Board of Directors and monitor the Board of Directors’ self-assessment process; and
  • develop, monitor and review corporate governance principles and corporate responsibility policies applicable to Aperam, as well as their application in practice.

The Remuneration, Nomination and Corporate Governance Committee’s principal criteria in determining the compensation of executives is to encourage and reward performance that will lead to long-term enhancement of shareholder value. In fulfilling its duties, the Remuneration, Nomination and Corporate Governance Committee may seek the advice of outside experts.