Board of Directors

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.
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, 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 became the Executive Chairman of ArcelorMittal in February 2021. He was previously Chief Executive Officer of ArcelorMittal. He is a renowned global businessman who serves on the boards of various companies and advisory councils. He is an active philanthropist engaged in the fields of education and child health. Mr. Mittal was born in Sadulpur in Rajasthan in 1950. He graduated from St Xavier’s College in Kolkata, where he received a Bachelor of Commerce degree.
 
Mr. Mittal has received numerous awards for his contribution to the steel industry over the years and recently, in April 2018, Mr. Mittal was awarded by the American Iron and Steel Institute with the Gary medal award recognizing his great contribution to the steel industry. He is widely recognized for successfully integrating many company acquisitions in North America, South America, Europe, South Africa and the CIS. Mr. Mittal is Chairman of the board of Aperam and 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 National Investment Council of Ukraine, 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 India-US CEO Forum, the Indian School of Business and a member of the board of Trustees of Cleveland Clinic. Mr. Mittal is the father of Aditya Mittal (who is President and Chief Financial Officer of ArcelorMittal) and Vanisha Mittal Bhatia (who is a Director of ArcelorMittal). Mr. Mittal is a citizen of India.

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.

Mr. Sandeep Jalan is Chief Financial Officer at SES, a global leader in Satellite Services for providing premium video content and  seamless connectivity around the world.  Mr. Jalan has 30 years of experience in financial and operational leadership roles across Asia and Europe. He was until May 2020, the CFO of Aperam, a role he has held since 2014. Previously, he worked for the ArcelorMittal Group since 1999 where he held various roles including the CFO of ArcelorMittal Long Carbon Europe and was part of the M&A team responsible for numerous acquisitions in both steel and mining. He was also the CFO & Company Secretary for Ispat Alloys Ltd from 1993 to 1999.

Mr. Jalan is a Commerce Graduate from Banaras Hindu University (BHU), Chartered Accountant (equivalent to CPA) and Company Secretary from the respective Institutes in India. He has also completed an Executive Education Programme on Leadership at the London Business School and an Executive Education program on Strategic Finance at IMD, Lausanne. Mr. Jalan is an Indian national and a permanent resident of Luxembourg.

Mrs. Roberte Kesteman has a strong expertise in the infrastructure and utility sector, both in executive and non-executive roles. She is currently an independent director* of listed Elia Group, a Belgium electricity transport system operator, since October 2017 and a member of its Audit Committee and Remuneration Committee. She is also an independent director of listed Fluxys Belgium, a gas transport system operator, since July 2019 and a member of its Remuneration Committee and Corporate Governance Committee. Mrs. Kesteman is a Senior Advisor at First Sentier Investors International since January 2018. From 2008 to 2012 she was Chief Executive Officer of Nuon Belgium NV. Prior to that she held the positions of Chief Financial Officer and Human Resources Director within Nuon Belgium NV from 2002 to 2008. She started her career in 1979 and held leading positions in Finance in large international corporations. Mrs. Roberte Kesteman holds a Master’s degree in Applied Economics from VLEKHO. She also studied International Corporate Finance at INSEAD in France. Mrs. Kesteman is a citizen of Belgium.

Mr. Alain Kinsch, has a career of 25 years in professional services and has been the Country Managing Partner of EY Luxembourg (1.600 professionals) and a member of several EY European regional leadership teams and committees from 2009 to 2020. Mr. Kinsch started his career at Arthur Andersen in Luxembourg in 1995, qualifying as a Réviseur d’Entreprises / CPA in 1999.

In 2002, he joined EY and became a Partner in 2004. Mr. Kinsch specializes in Private Equity and has been the founder and leader of the EY Private Equity practice from 2004 to 2012. From 2010 to 2020, he has also been leading the Private Equity fund practice for EY in EMEIA (Europe, Middle East, India & Africa). Throughout his 25 years with EY and Andersen, Mr Kinsch served a portfolio of major clients both as signing audit partner for and engagement partner on valuation and transaction advisory mandates.

Mr Kinsch is the President of the Luxembourg Stock Exchange and serves on the board of several companies as non-executive director. He is the Vice-President of the Luxembourg State Council (Conseil d’Etat), the Consul General a.h. of the Republic of the Philippines to Luxembourg and the Vice-President of SOS Children’s Villages in Luxembourg. Mr. Kinsch holds an M.B.A. from INSEAD, Fontainebleau and post-graduate and graduate degrees from the University of Paris-Dauphine. Mr. Kinsch is a citizen of Luxembourg.

Aditya Mittal became Chief Executive Officer of ArcelorMittal in February 2021. He was previously President and Chief Financial Officer of ArcelorMittal. Following the formation of ArcelorMittal in 2006, Aditya held various senior leadership roles, including managerial oversight of the Group’s flat carbon steel businesses in the Americas and Europe, in addition to his role as CFO and membership of the Group Management Board. In 2008, Mr. 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.  

He is an active philanthropist with a particular interest 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, and in India, the couple work closely with UNICEF, having funded the first ever country-wide survey into child nutrition, the results of which are being used by the Government of India to inform relevant policy.
 
Mr. Mittal serves on the boards of ArcelorMittal, Aperam, HMEL and Iconiq Capital, and is the Chairman of the Board of ArcelorMittal Nippon Steel India. He is also a Trustee at the Brookings Institution and an alumni of the World Economic Forum Young Global Leader’s Programme.

Mr. 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. Mittal is a citizen of India.

Dr. Ros Rivaz is a Non-Executive Director of the listed companies Computacenter Plc where she is Senior Independent Director and Remuneration Committee Chair and is the Senior Independent Director of Victrex Plc. She is also Chair of the Nuclear Decommissioning Authority in UK and a Non-Executive Director of the Ministry of Defence (MOD) Equipment and Support Board of the United Kingdom. Dr. Ros Rivaz was a Non-Executive Director of a variety of other listed and private Boards. She stepped down from her position as the Deputy Chair of the Council of the University of Southampton after 10 years, where she holds an honorary doctorate. Dr. Ros Rivaz served as the Chief Operating Officer for Smith & Nephew plc and has held senior management positions in global companies including Exxon, Diageo, ICI and Tate & Lyle Group. Dr. Ros Rivaz holds a Bachelor of Science Honours Degree in Chemistry and an honorary Doctorate. She is a citizen of the United Kingdom.