Governance

Eramet operates in a highly competitive and volatile environment.

The Group has adopted a lean structure for management that is flexible, efficient and reactive.

Corporate governance

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 April 25, 2019 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 Calédonienne 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. Christel BORIES (Chairman & CEO)*;
  • Mr. Emeric BURIN des ROZIERS;
  • Ms. Christine COIGNARD (independent director);
  • Mr. François CORBIN (independent director);
  • SORAME, represented by Mr. Cyrille DUVAL;
  • Mr. Jérôme DUVAL;
  • Mr. Frédéric GAIDOU (director representing employees);
  • Mr. Jean-Yves GILET;
  • Mr. Philippe GOMES;
  • CEIR, represented by par Ms. Nathalie de LA FOURNIERE;
  • Ms. Manoelle LEPOUTRE (independent director);
  • Mr. Jean-Philippe LETELLIER (director representing employees);
  • Ms. Miriam MAES (independent director);
  • Mr. Louis MAPOU;
  • Ms. Catherine RONGE (independent director);
  • Ms. Sonia SIKORAV (independent director);
  • Mr. Claude TENDIL (independent director);
  • Mr. Bruno VINCENT, French Government representative.

Furthermore, Ms. Cécile GREEN attends to the Board without the right to vote as a staff representative designated by Eramet SA’s Social and Economic Committee.

(*) As of May 23, 2017.

The Audit, Risks and Ethics Committee

The Committee is comprised of six members and tasked, under the Board of Directors’ responsibility, with:

As regards auditing and risks, monitoring:

  • the economic and financial information production process;
  • the effectiveness of internal control and risk management systems;
  • legal control by the statutory auditors of the company’s annual financial statements and, as the case may be, consolidated financial statements;
  • management of conflicts of interest through the identification and application of regulated agreements and agreements between affiliated parties;
  • the independence of statutory auditors.

As regards ethics, supervising and controlling the implementation of the company’s ethics and compliance process, and ensuring that relevant procedures are in place.

The Committee is currently comprised of:

  • Ms. Miriam MAES (independent director) - Committee Chair;
  • Mr. Bruno VINCENT;
  • Ms. Christine COIGNARD (independent director);
  • Ms. Sonia SIKORAV (independent director);
  • Mr. Cyrille DUVAL;
  • Mr. François CORBIN (independent director).

The Compensation and Governance Committee

The Committee is comprised of seven members and tasked with:

As regards compensation:

  • examining and drawing up proposals for the Board of Directors on all types of compensation for executive corporate officers;
  • ensuring that the company meets its obligations with respect to compensation transparency;
  • making proposals on the principles for the determination and annual individual allocation of directors’ attendance fees;
  • making proposals with respect to shareholding programs for the benefit of certain categories of personnel or all personnel (including any form of compensation in shares or linked to shares).

With respect to governance, the Committee:

  • monitors, on behalf of the Board, changes in governance practices and in the functioning and missions of the Board and of its Committees;
  • prepares and implements the annual appraisal of the functioning of the Board and of its Committees;
  • and proposes criteria for determining a director’s independent status to the Board.

The Committee is currently comprised of:

  • Mr. Claude TENDIL (independent director) – Committee Chair;
  • Ms. Miriam MAES (independent director);
  • Mr. Bruno VINCENT;
  • Mr. Cyrille DUVAL;
  • Mr. Philippe GOMES;
  • Ms. Catherine RONGE (independent director);
  • Mr. Frédéric GAIDOU (director representing employees)

The Appointment Committee

With four members, the Committee leads the process for proposing the appointment of new directors to the Board:

  • With regard to the consideration of proposals for the appointment of new directors, the Committee ensures that no legal incompatibility or conflict of interest exists.
  • Concerning proposals for the appointment of new independent directors, it studies the extent to which potential candidates fulfil the conditions of competence, knowledge, experience and availability required for the position and meet the independence criteria proposed by the Compensation & Governance Committee.

The Committee also makes sure that a succession plan, drawn up under the responsibility of the Group’s Chief Executive Officer, exists for the Group’s main executives. As regards the succession of executive corporate officers, including in the event of unforeseeable vacancy, it must be able to propose succession solutions to the Board of Directors. Finally, it proposes the composition of the Board of Directors’ specialised Committees to the Board.

The composition of the Committee is currently as follows:

  • Mr. Claude TENDIL (independent director) – Committee Chair;
  • Mr. Cyrille DUVAL;
  • Ms. Manoelle LEPOUTRE (independent director);
  • Mr. Bruno VINCENT.

The Strategy and CSR* Committee

*Corporate Social Responsibility

With a maximum of 10 members, the Committee is tasked with:

  • As regards strategy, assisting the Board of Directors in determining strategic orientations for the Group’s activities and, in particular, examining the following before they are referred to the Board: the medium-term plan, all major projects, particularly those relating to the Group’s development and strategic positioning, strategic partnership projects and any acquisition or equity investment, capital, divestment or alliance operations with a significant impact or entailing significant commitments for the Group.
  • As regards CSR, assisting the Board and, more specifically, assessing the compliance between the Group’s strategy and its CSR  principles, making sure that management analyses internal and external factors relating to CSR issues (risks and opportunities) with an influence over the Group, ensuring that the vigilance plan is implemented in accordance with official regulations, knowing the main findings and observations from the independent third-party organisation’s work with respect to CSR regulations, and assessing and examining management’s action plans.

The Committee is currently comprised of:

  • Ms. Manoelle LEPOUTRE (independent director) – Committee Chair;
  • Ms. Christel BORIES (Chairman & CEO);
  • Mr. Cyrille DUVAL;
  • Mr. Jérôme DUVAL;
  • Ms. Nathalie de LA FOURNIERE;
  • Mr. Jean-Yves GILET;
  • Mr. Bruno VINCENT;
  • Ms. Christine COIGNARD (independent director);
  • Ms. Sonia SIKORAV (independent director);
  • Mr. Jean-Philippe LETELLIER (director representing employees).

The Group’s Management

  • Christel BORIES - Chairman and CEO

    Christel BORIES
    Chairman and CEO

  • Thomas DEVEDJIAN - Deputy CEO in charge of Finance and digital transformation

    Thomas DEVEDJIAN
    Deputy CEO in charge of Finance and digital transformation

  • Kleber SILVA - Deputy CEO in charge of the Mining and Metals Division

    Kleber SILVA
    Deputy CEO in charge of the Mining and Metals Division

  • Jérôme FABRE - Deputy CEO in charge of the High Performance Alloys Division

    Jérôme FABRE
    Deputy CEO in charge of the High Performance Alloys Division

  • Michel CARNEC - Executive Vice-President, Human Resources, Health, Safety and Security

    Michel CARNEC
    Executive Vice-President, Human Resources, Health, Safety and Security

  • Virginie de CHASSEY - Executive Vice-President, Communication and Sustainable Development

    Virginie de CHASSEY
    Executive Vice-President, Communication and Sustainable Development

  • Philippe GUNDERMANN - Executive Vice-President Strategy, Innovation and Investors Relations

    Philippe GUNDERMANN
    Executive Vice-President Strategy, Innovation and Investors Relations

  • Jean de L’HERMITE - Group general Counsel

    Jean de L’HERMITE
    Group general Counsel

The Executive Committee (ComEx) comprises:

  • the Chairman and CEO, Ms. Christel BORIES;
  • the Deputy CEO in charge of Finance and digital transformation, Mr. Thomas DEVEDJIAN;
  • the Deputy CEO in charge of the Mining and Metals Division, Mr. Kléber SILVA;
  • the Deputy CEO in charge of the High Performance Alloys Division, Mr. Jérôme FABRE;
  • the Executive Vice-President, Human Resources, Health, Safety and Security, Mr. Michel CARNEC;
  • the Executive Vice-President, Communication and Sustainable Development, Ms. Virginie de CHASSEY;
  • the Executive Vice-President Strategy, Innovation and Investors Relations, Mr. Philippe GUNDERMANN;
  • the Group general Counsel, Mr. Jean de L’HERMITE.