Board of Directors
Aperam places a strong emphasis on corporate governance. Aperam has four independent directors on its seven member Board of Directors, and the Board’s Audit and Risk Management Committee and Remuneration, Nomination and Corporate Governance Committee are each comprised exclusively of independent directors. Mr. Lakshmi N. Mittal is the Chairman of the Board of Directors and Mr. Romain Bausch is the Lead Independent Director.
A member of the Board of Directors is considered “independent” if:
- he or she is independent within the meaning of the NASDAQ Listing Rules, as amended from time to time, or any successor manual or provisions, subject to the exemptions available for foreign private issuers,
- he or she is unaffiliated with any shareholder owning or controlling more than two percent (2%) of the total issued share capital of the Company
- 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 or a director who is also employed by the shareholder, 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 Aperam’s domestic corporate governance code, require Aperam to define the independence criteria that apply to its directors.
The Board is assisted by a Company Secretary (Laurent Beauloye), who also acts as Secretary of all the Board Committees. The Company Secretary fulfills those tasks and functions that are assigned to him by the Board of Directors. In particular, the Company Secretary ensures that all Directors are timely and properly informed and receive appropriate documentation for the performance of their tasks.
There is no requirement in the Company’s articles of association that directors be shareholders of the company.
The seven members of the Board of Directors are set forth below.
Mr. Lakshmi N. Mittal is the Chairman and Chief Executive of ArcelorMittal, a renowned global businessman who serves on the boards of various advisory councils, and an active philanthropist engaged in the fields of education and child health. Mr Mittal was born in Sadulpur in Rajasthan in 1950. Mr. Mittal graduated from St Xavier’s College in Kolkata, where he received a Bachelor of Commerce degree.
Having completed his education in India, Mr. Mittal began his career working in his family’s steel-making business in India before moving to Indonesia in 1976 to set up a small steel company that over time grew to become ArcelorMittal, the world’s leading steel company and one of the foremost industrial companies in the world.
Mr. Mittal is widely recognized for the role he played in restructuring the steel industry towards a more consolidated and globalized model, pursuing and successfully integrating many acquisitions in North America, South America, Europe, South Africa and the CIS. ArcelorMittal continues today to be the largest and most global steel manufacturer. The then Mittal Steel became the world’s leading steel producer in 2004 following the merger of Ispat International and LNM Holdings and the simultaneous acquisition of International Steel Group. Shortly after, in 2006, Mittal Steel launched an ambitious bid to merge with Arcelor which created ArcelorMittal.
Mr. Mittal’s contribution to business and global industry has been widely recognized.
In 1996 he was awarded “Steelmaker of the Year” by New Steel in the United States and in 1998 the “Willy Korf Steel Vision Award” by World Steel Dynamics for outstanding vision, entrepreneurship, leadership and success in global steel development. He was named Fortune magazine’s “European Businessman of the Year” in 2004 and “Business Person of the year” by the Sunday Times, “International Newsmaker of the Year” by Time Magazine and “Person of the Year” by the Financial Times in 2006 for his outstanding business achievements.
In January 2007 Mr. Mittal was presented with a Fellowship from King’s College London, the college’s highest award. He also received in 2007 the Dwight D. Eisenhower Global Leadership Award, the Grand Cross of Civil Merit from Spain and was named AIST Steelmaker of the year. In January 2008, Mr. Mittal was the Padma Vibhushan, India’s second highest civilian honor, by the President of India. In September 2008, Mr. Mittal was chosen for the third “Forbes Lifetime Achievement Award.” In October 2010 he was awarded World Steel Association’s medal in recognition of his services to the Association as its Chairman and also for his contribution 28 to the sustainable development of the global steel industry. In January 2013, Mr. Mittal was awarded a Doctor Honoris Causa by the AGH University of Science and Technology in Krakow, Poland.
In addition to his role at ArcelorMittal, Mr. Mittal is an active participant of various boards and advisory councils. Mr. Mittal is a member of the board of Goldman Sachs. He previously sat on the board of Airbus N.V. He is a member of the Foreign Investment Council in Kazakhstan, the Global CEO Council of the Chinese People’s Association for Friendship with Foreign Countries, the World Economic Forum’s International Business Council, the World Steel Association’s Executive Committee, the European Round Table of Industrialists, the Indian School of Business and a member of the board of Trustees of Cleveland Clinic. Mr. Mittal, with his wife Usha Mittal, is also an active philanthropist. He recently made a significant gift to Harvard to support the Lakshmi Mittal South Asia Institute and is a member of the Global Advisory Council of Harvard University. The Mittal family have also made important gifts to Great Ormond Street Hospital, supporting the Mittal Children’s Medical Centre which formally opened in January 2018 and UNICEF, specifically on the topic of child malnutrition in India. Mr. Mittal is married to Usha Mittal. They have a son, Aditya Mittal, and a daughter, Vanisha Mittal Bhatia. Mr Mittal is a citizen of India.
Mr. Romain Bausch is the Chairman of the Board of Directors of SES since January 2015. Mr. Bausch is a member of the Board of Directors of SES since April 2013. Following a career in the Luxembourg civil service (Ministry of Finance) where he occupied key positions in the banking, media and telecommunications sectors, he became President and Chief Executive Officer of SES from 1995 to April 2014.
SES is a world-leading telecommunications satellite operator, with a global fleet of more than 50 geostationary and non-geostationary satellites. SES holds participations in a number of satellite operators and satellite service provision companies. Mr. Bausch is a member of the Board of Directors of non-publicly listed Banque Raiffeisen Société Coopérative, Compagnie Financière La Luxembourgeoise, SES Astra, the Luxembourg Future Fund and President of the CNFP, the Luxembourg Independent Advisory Board for Public Finances.
Mr. Bausch graduated with a degree in economics (specialisation in business administration) from the University of Nancy and holds an honorary doctorate from Sacred Heart University in Luxembourg. Mr. Bausch is a citizen of Luxembourg.
Mrs. Bernadette Baudier is Senior Vice President Corporate Affairs of the Exploration & Production Division of Total since 2016 with responsibilities covering Finance, Compliance, Legal, Human Resources, Communication and IT.
Previously, she was Senior Vice President for Internal Control and Audit of Total Group (2013-2016). From 2008 to 2012 she was Senior Vice President Finance, Human Resources, Communication & Legal of the Gas & New Energies Division of Total. Prior to that she held various positions in Finance within Total Group.
She started her career at Total in 1988 and worked for Société Générale from 1984 to 1988. Mrs. Baudier is a graduate of École des Hautes Études Commerciales (HEC). Mrs. Baudier is a citizen of France.
Since January 1, 2015, Mr. Philippe Darmayan has been President of ArcelorMittal France. He is also President of the French Steel Federation (FFA) and President of the Group of French Industrial Federations (GFI). Mr. Philippe Darmayan spent his whole career in metallurgy (nuclear fuel, aluminum, carbon and stainless steel).
From 2011 to 2014, Mr Philippe Darmayan was Chief Executive Officer of Aperam after being Executive Vice President, member of ArcelorMittal's Management Committee and Chief Executive Officer of ArcelorMittal Distribution and Solutions (AMDS) from 2005 to 2011.
Mr. Philippe Darmayan is a graduate of HEC Paris. Mr. Philippe Darmayan is a citizen of France.
Mr. Joseph Greenwell has a career of 40 years in the motor industry and held senior roles in Jaguar Land Rover, Ford of Europe and Ford North America. Mr. Greenwell was appointed Chairman of Ford of Britain in 2009 and retired effective from this position end of April 2013.
Prior to this role, Mr. Greenwell was Vice President, Government Affairs, Ford of Europe and Premier Automotive Group from 2005 to 2008 and Chairman and Chief Executive Officer of Jaguar and Land Rover from 2003 to 2005.
Previously, he was Vice President, Marketing, Ford North America, Vice President, Global Marketing and Operations and Vice President Global Product Promotions from 2001 to 2003. Prior to that, he was Vice President Communications and Public Affairs for Ford of Europe from 1999 to 2001 and held similar responsibilities for Jaguar Cars from 1996 to 1999. Mr. Greenwell began his career as a graduate trainee with British Leyland Motor Corporation in 1973. In recognition of his services to the automotive industry he was awarded a CBE (Commander of the Most Excellent Order of the British Empire) in the Queen's birthday honours list in 2011. Mr. Greenwell will be non-executive Chairman of privately owned Xtrac effective July 2018. Xtrac is worldwide leader in the design and manufacture of transmission systems for top level motorsport and high performance automotive clients.
Mr. Greenwell is Chairman of the RAC Foundation, a UK transport research charity. Mr. Greenwell holds a Bachelor of Art degree from the University of East Anglia. Mr. Greenwell is a citizen of the United Kingdom.
Kathryn A. Matthews
Ms. Kathryn A. Matthews has over thirty years of experience in the financial sector, with a focus on asset management, and has held senior management roles with Fidelity International Ltd, AXA Investment Managers, Santander Global Advisors Inc. and Baring Asset Management. Currently, Ms Matthews is a non-executive director of publicly listed Rathbone Brothers Plc and JPMorgan Chinese Investment Trust Plc. She is also a non-executive director of publicly listed BT Investment Management.
Ms. Matthews is a non-executive director of non publicly listed Barclays Bank UK PLC, and of non publicly listed J O Hambro Capital Management Holdings Limited. Ms. Matthews is a member of the charitable non listed Board of Trustees for The Nuffield Trust and a member of the Council for the Duchy of Lancaster. Ms. Matthews holds a Bachelor of Science degree in Economics from Bristol University in Bristol, England and is a citizen of the United Kingdom.
Mr. Aditya Mittal is the Group CFO and CEO Europe of ArcelorMittal. Prior to the merger that created ArcelorMittal, he was President and Chief Financial Officer of Mittal Steel Company. In that role, he initiated and led the company’s offer for Arcelor, creating the world’s first 100 million tonnes plus steel company. Mr. Aditya Mittal joined Mittal Steel in January 1997, holding various finance and management roles. In 1999, he was appointed Head of Mergers and Acquisitions.
In this position, he led the company’s acquisition strategy, resulting in Mittal Steel’s expansion into Central Europe, Africa and the United States. Subsequently he was also involved in post-integration, turnaround and improvement strategies regarding the acquired companies.
In 2008, Mr. Aditya Mittal was named ‘European Business Leader of the Future’ by CNBC Europe, and was ranked fourth in Fortune magazine’s ‘40 under 40’ list in 2011. 30 Mr. Aditya Mittal is an active philanthropist with particular interests in child health. Together with his wife Megha, he is a significant supporter of the Great Ormond Street Children’s Hospital in London, having funded the Mittal Children’s Medical Centre, which provides 240 beds, 6 operating theatres and more than 26,800 sq metres of state of the art clinical space. In India, the couple work closely with UNICEF, funding the first ever country-wide, statistically relevant survey into child nutrition, surveying in person more than 120,000 children and adolescents aged 0-19 years. The survey results will be used by the Government of India to inform relevant policy.
Mr. Aditya Mittal is Chairman of India’s second largest refinery, Hindustan Mittal Energy Limited (HMEL), is a Board member at the Wharton School and a Board member at Iconiq Capital. He is also a trustee at Brookings Institute and an alumni of the World Economic Forum Young Global Leader’s Programme. Mr. Aditya Mittal holds a Bachelor’s degree in Economics with concentrations in Strategic Management and Corporate Finance from the Wharton School in Pennsylvania, United States. Mr. Aditya Mittal is a citizen of India.