Board Composition & Committees

Composition

The three members of the Audit, Risk and Sustainability Committee are Bernadette Baudier,  Roberte Kesteman and Alain Kinsch. Bernadette Baudier is the Chairperson of the Audit, Risk and Sustainability Committee.  The members are appointed by the Board of Directors each year following the annual general meeting of shareholders. 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, Risk and Sustainability Committee takes decisions by a simple majority.

Role

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

• Financial reports and other financial information provided to any governmental body or the public; 
• ESG report and other ESG-related matters to comply with any legal and regulatory requirements, 
• System of internal control regarding finance, accounting, tax, legal, compliance and ethics established by the Board of Directors and the Leadership Team;
• Sustainability roadmap and climate-related disclosures; and 
• Auditing, accounting and financial reporting processes generally.

With respect to audit-related matters, the Audit, Risk and Sustainability Committee’s primary duties and responsibilities include:

• Serving as an independent and objective party to monitor the Company’s financial and non-financial (CSRD), reporting process and internal controls system; 
• Reviewing and appraising the work carried out by Aperam’s independent external auditors and global assurance department; 
• Reviewing major legal, tax, sustainability and compliance matters and their follow up; 
• Reviewing and implementing recommended audit adjustments and disclosure changes;
• Providing an open avenue of communication among the Company’s independent auditors, Leadership Team, the internal audit department, and the Board of Directors;
• Approving the appointment and fees of the Company’s independent auditors; and 
• Monitoring the independence of the independent auditors.

With respect to risk management related matters, the primary function of the Audit, Risk and Sustainability 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 this 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 Group;
• Review of the effectiveness of the Company’s risk management framework, policies and process at the corporate and operating segment levels and the proposal of improvements, with the aim of ensuring that the Company’s management is supported by an effective risk management system; 
• Promotion of constructive and open exchanges on risk identification and management among the Leadership Team, the Board of Directors, the legal department and other relevant departments of the Group;
• Review of proposals to assess, define and review the level of risk tolerance to ensure that appropriate risk limits are in place; 
• Review of internal and external audit plans to ensure that they include a review of the major risks the Company faces; and 
• Make recommendations within the scope of its charter to Aperam’s Leadership Team and to the Board of Directors about Leadership Team’s proposals concerning risk management.

In fulfilling its duties, the  Audit, Risk and Sustainability Committee may seek the advice of outside experts.

Composition

The three members of the Remuneration, Nomination and Corporate Governance Committee are Mr. Alain Kinsch, Ms. Roberte Kesteman, and Dr. Ros Rivaz. Mr. Alain Kinsch  is the Chairman of the Remuneration, Nomination and Corporate Governance Committee.

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:

• determine Leadership Team’s compensation framework, including short and long term incentives for the Chief Executive Officer, the Chief Financial Officer, the members of the Leadership Team;
• review and approve succession and contingency plans for key managerial positions at the level of the Leadership Team;
• 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;
• review and evaluate on a yearly basis the performance of the Leadership Team.
• 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.