The Company places a strong emphasis on corporate governance with a majority of independent directors. Its Board of Directors is composed of seven members, four of whom are independent. The Board of Directors has four committees, including the Audit and Risk Management Committee, the Remuneration, Nomination and Corporate Governance Committee, the Sustainability, Performance and Strategy Committee and the Transition Committee.
The Company is committed to adopting best practice corporate governance standards. The Company will continuously monitor U.S., European Union and Luxembourg legal requirements and best practices in order to make adjustments to its corporate governance controls and procedures where necessary. The Company complies with the Ten Principles of Corporate Governance of the Luxembourg Stock Exchange.Articles of association
Board of Directors
The Company places a strong emphasis on corporate governance with a majority of independent directors. Its Board of Directors is composed of seven members, four of whom are independent.
The 7 members of the Board of Directors are set forth below.
|Name||Position within the Company|
|Mr. Lakshmi N. Mittal||Chairman, Non-independent member of the Board of Directors|
|Mr. Aditya Mittal||Non-independent member of the Board of Directors|
|Mr. Gonzalo Urquijo||Non-independent member of the Board of Directors|
|Mr. Romain Bausch||Independent member of the Board of Directors|
|Mrs. Kathryn A. Matthews||Independent member of the Board of Directors|
|Mr. David B. Burritt||Independent member of the Board of Directors|
|Mrs. Laurence Mulliez||Independent member of the Board of Directors|
Company Secretary: Laurent Beauloye
|Name||Position within Aperam||Independent / Non Independent Status||Sustainability, Performance and Strategy Committee||Audit and Risk Management Committee||Remuneration, Nomination and Corporate Governance Committee||Transition Committee|
|Romain Bausch||Member of Aperam's Board of Directors||Lead Independent Director -Independent|
|David Burritt||Member of Aperam's Board of Directors||Independent|
|Kathryn Matthews||Member of Aperam's Board of Directors||Independent|
|Laurence Mulliez||Member of Aperam's Board of Directors||Independent|
|Gonzalo Urquijo||Member of Aperams's Board of Directors||Non Independent|
Summary of the prospectus:
Code of Business Conduct
Aperam (the "Company") must have a reputation for honesty and integrity in its management practices and in all its business transactions. It is vital, for the Company, including each subsidiary, and for each one of us, that we preserve this reputation and maintain the relationship of trust that must exist with all the individuals and companies with whom we have dealings.
In varying degrees, we are all the custodians of Aperam's reputation. Accordingly, the Company expects each one of us to behave in an upright manner.
To learn more about the code of business conduct which applies to all directors, officers and employees of Aperam and its subsidiaries worldwide.
Insider Dealing Regulations
In compliance with international and national regulations on insider dealing, the Board of directors of Aperam, in order to ensure appropriate treatment of Inside Information1 and thus avoid insider dealing and Market Manipulation, has adopted the following Insider Dealing Regulations that apply throughout the Aperam group.
Read Aperam's Insider Dealing Regulations
The members of the Company's senior management are set forth below. They are members of the Management Committee, which is entrusted with the day-to-day management of the Company. The members of the Management Committee are appointed and dismissed by the Board of Directors. The Management Committee may exercise only the authority granted to it by the Board of Directors.
|Name||Position within the Company|
|Mr. Philippe Darmayan||Chief Executive Officer|
|Mr. Julien Burdeau||Responsible for Alloys & Specialties|
|Mr. Timoteo Di Maulo||Chief Commercial and Sourcing Officer|
|Mr .Clenio Guimarães||Chief Operating Officer Stainless & Electrical Steel South America|
|Mrs. Vanisha Mittal Bhatia||Responsible for Strategy|
|Mr. Julien Onillon||Chief Financial Officer|
|Mr. Jean-Paul Rouffiac||Chief Operating Officer Stainless & Electrical Steel Europe|
|Ms. Johanna Van Sevenant||Responsible for Human Resources, Communications and Sustainability|
To comply with Transparency Laws applicable to listed companies, the board of directors of Aperam has adopted the insider dealing regulations, which apply throughout the Aperam group in every geographical location where Aperam employees are based. These regulations are designed to ensure the appropriate treatment of inside information in the company and avoid insider dealing and market manipulation.
The chart below lists the most recent transactions in Aperam shares by members of the Board of Directors, the Management Committee and "Designated Persons" as defined in the Aperam Insider Dealing Regulations:
|Date||Name||Role / Link with
|Sale / Purchase||Place of Acquisition||Number of Shares||Price per Share||Total Proceeds / cost|
|8 June 2012||Julien Onillon||CFO||Purchase||Euronext||9,300||9.3 EUR||86,490 EUR|
|13 February 2013||Philippe Darmayan||CEO||Purchase||Euronext||1,000||12.4 EUR||12,400 EUR|
The following table sets forth information on 30 April 2013 with respect to the beneficial ownership and voting rights in Aperam by each person who is known to be the beneficial owner of 2.5% or more of Aperam's issued share capital.
Name and Address Ordinary Shares
|Shares||% of issued shares||% of voting rights|
|Number of issued shares||78,049,730|
|Significant shareholder (1)||31,866,913||40.83%||40.83%|
|Other public shareholders||46,182,817||59.17%||59.17%|
|of which Luxembourg State (2)||1,948,266||2.50%||2.50%|
Notes:(1) The term "Significant shareholder" means the trust (HSBC Trust (C.I.) Limited, as trustee) of which Mr Lakshmi N. Mittal, Mrs Usha Mittal and their children are the beneficiaries, holding Aperam shares through the following two companies: Nuavam Investments Sàrl and Lumen Investments Sàrl.
(2) According to Aperam's articles of association, a shareholder owning 2.5% or more of the share capital must notify Aperam. The only registered shareholder owning 2.5% or more but less than 5% of the share capital of Aperam at 30 April 2013 is the Luxembourg State with 1,948,266 shares representing 2.5% of the total issued share capital.