ERAMET operates in a highly competitive and volatile environment. The Group has adopted a lean structure for management that is flexible, efficient and reactive.
In accordance with the Board of Directors’ decision of December 9, 2008, ERAMET abides by the Afep/Medef code of corporate governance for listed companies.
ERAMET’s Board of Directors has adopted a conventional governance method, with a Chairman and Chief Executive Officer (CEO) carrying out both the executive management of the Group and the chairmanship of the Board of Directors. Under the company’s statutes, "no decision concerning the company’s major strategic, economic, financial or technological orientations may take place without prior deliberation by the Board."
The Board of Directors
In accordance with the shareholders' agreement of March 16, 2012, which was amended on March 21, 2013 and has been subject to the AMF decision and notification No. 216C1753 relating to the change within the concert further to the acquisition by Agence de Participations de l’Etat (APE) of 100% of the share capital of FSI Equation on August 29, 2016, existing between SORAME and CEIR on the one hand and FSI Equation (a fully-owned subsidiary of APE acting on behalf of the French State) on the other hand, the Board of Directors is as follows:
- five directors put forward by the SORAME-CEIR concert party;
- three directors put forward by BPIfrance Participations;
- two directors put forward by STCPI (Société Territoriale de Participation Industrielle-New Caledonia);
- five directors, who must be private individuals, three of whom are put forward by the SORAME-CEIR concert party and two by BPIfrance Participations, on the basis of their competence and their independence with respect to the party that proposes them and the company itself, in line with the Afep/Medef code of corporate governance for listed companies;
- one director put forward by mutual agreement between SORAME-CEIR and BPIfrance Participations;
- a director who is called upon to chair the Board of Directors.
Furthermore, in accordance with the law of June 14, 2013 concerning job security, as the Company satisfies the criteria established by law, two directors representing employees have been appointed since the Ordinary General Shareholders’ meeting of May 14, 2014 which amended the articles of association and brought the total number of directors to nineteen.
ERAMET’s Board of Directors is currently as follows:
- Mr. Michel ANTSELEVE;
- Ms. Christelle BORIES (Chairman & Chief Executive Officer)*;
- Ms. Christine COIGNARD (independent director);
- SORAME, represented by Mr Cyrille DUVAL;
- Mr. Edouard DUVAL;
- Mr. Georges DUVAL;
- FSI Equation;
- Ms. Marie-Axelle GAUTIER (director representing employees);
- Mr Jean-Yves GILET;
- Mr. Philippe GOMES;
- CEIR, represented by Mrs Nathalie de LA FOURNIERE;
- Ms. Manoelle LEPOUTRE (independent director);
- Ms. Miriam MAES (independent director);
- Ms. Pia OLDERS (director representing employees);
- Mr. Ferdinand POAOUTETA;
- Ms. Catherine RONGE (independent director);
- Ms. Sonia SIKORAV (independent director);
- Mr. Claude TENDIL (independent director);
- Mr. Antoine TREUILLE (independent director).
In addition, Mr. Jean-Philippe LETELLIER attends to the Board as personal representative of the Central works council of ERAMET SA on a non-voting basis.
(*) As of May 23, 2017.
The Audit Committee
The internal policies specify its membership (minimum four members, maximum seven members, two thirds being independent directors, in compliance with the Afep/Medef corporate governance code), its operation and its responsibilities.
Its purpose is to:
- examine the relevance and correct application of the accounting methods used (including off-balance sheet commitments);
- analyze the mid-year and annual financial statements;
- study internal audits and findings;
- monitor major lawsuits;
- examine the Group's policy for managing exchange rates and raw materials, hedging and investments;
- give an opinion to the Board concerning proposals for the appointment of Statutory Auditors;
- study the Chairman's report on the preparation and organization of the Board's work and internal control procedures.
The Compensation Committee
The internal policies specify its membership (four members), operation and responsibilities.
The main responsibility of this Committee is to make proposals to the Board of Directors with regard to the remuneration of ERAMET group executive corporate officers appointed by the Board of Directors.
The Selection Committee
Comprised of four members (three directors and the Chairman), it recommends the appointment of the corporate officers heading up each of the Group’s three Divisions and the Group’s Chief Financial Officer. The internal policies specify its membership, operation and responsibilities.
With regard to the consideration of proposals for the appointment of new directors, the Selection Committee ensures that no legal incompatibility or conflict of interest exists and, concerning proposals for the appointment of new independent directors, it studies the extent to which potential candidates meet the independence criteria laid down by the Afep/Medef code. Finally, with regard to the replacement of executive corporate officers in the event of an unforeseen vacancy, it examines and renders an opinion on solutions for such replacement.
The Strategic Committee
It was decided that a Strategic Committee comprised of nine members (eight directors and the President) should be set up. The internal policies specify its tasks.
The Group’s management
On the picture above, from left to right and top to bottom: Christel Bories, Philippe Vecten, Denis Hugelmann, Thomas Devedjian, Michel Carnec, Catherine Tissot-Colle, Philippe Gundermann and Jean de L’Hermite.
The Executive Committee (ComEx) comprises:
- the Chairman and CEO, Christel BORIES;
- the Chief Financial Officer (CFO), Thomas DEVEDJIAN;
- the CEO in charge of ERAMET Nickel and ERAMET Manganese, Philippe VECTEN;
- the CEO in charge of ERAMET Alloys, Denis HUGELMANN;
- the Executive Senior Vice-President, Human Resources, Health, Safety and Security, Michel CARNEC;
- the Executive Senior Vice-President, Communication and Sustainable Development, Catherine TISSOT-COLLE;
- the VP Strategy and Financial Communication, Philippe GUNDERMANN;
- the Chief Legal Officer, Jean de L’HERMITE.
The International Management Committee (IMC), chaired by Christel BORIES, involves:
- the members of the Executive Committee;
- COMILOG CEO;
- ERAMET China Director;
- ERAMET International CEO;
- SLN Deputy CEO;
- Maboumine Project Director;
- the Executive Director in charge of the Group's development in Africa;
- ERAMET’s General Representative in Gabon.
The IMC's role is to support the Group's international development by facilitating the sharing of information and experience between teams.