7
Executive Committee members,
of whom 3 are women
44%
Gender balance
of the Board of Directors
44%
Percentage of independent directors on the Board of Directors
Our decision-making bodies
The Executive Committee
This committee comprises both the Operational and Support Departments. It determines the Group’s strategic direction, approves the budget and objectives for the various businesses, and makes decisions on issues relating to strategy, CSR, operational activities, human resources, financial results, safety and the business environment.
A genuine forum for discussion and decision-making, the Executive Committee is also a body that can be consulted on certain operational issues requiring the approval of all its members.
Christel Bories
Christel Bories has extensive industry experience, and has developed considerable expertise in transforming businesses and deploying strategies in complex international industrial environments. A graduate of the French Ecole des Hautes Etudes Commerciales (HEC) business school, she began her career as a strategy consultant. She then went on to work in the industrial sector, joining the Pechiney group, where she held the position of Director of Strategy and Management Control, before becoming Director of the Packaging Division. Following Alcan’s acquisition of Pechiney, she became a member of Alcan’s Executive Committee and President and CEO of Alcan Packaging, then of Alcan Engineered Products (Rio Tinto Alcan). In 2011, following the sale of Rio Tinto’s aluminum businesses, she became CEO of Constellium. She then moved on to the pharmaceutical industry as Deputy CEO of Ipsen in 2013. She took the helm of the Eramet Group in 2017 as Chair and CEO.
Chair and CEO
Nicolas Carré
Nicolas Carré has over 20 years’ experience working in finance in various sectors (including automotive and floor coverings) and countries (the USA, the Czech Republic and Germany). He first joined Eramet in 2019 as Chief Controlling Officer of the Mining and Metals Division, before being appointed Chief Financial Officer in 2022.
Chief Financial Officer in charge of Procurement and IT
Anne-Marie Le Maignan
After a 15-year career with the Saint-Gobain group, Anne-Marie Le Maignan joined Eramet in 2003, and held various HR positions within operations before being appointed Executive Vice-President Human Resources, Health and Security in 2019.
Executive Vice-President Human Resources, Health and Security
Charles NOUEL
Charles Nouel has over 30 years’ experience in the mining industry, including 24 years with Eramet. His international career in Europe, Africa and Oceania has enabled him to develop solid technical and managerial skills in all aspects of mining and metallurgy: geology, mining engineering, operations, industrial projects, mineral processing and metallurgy, ore purchasing and sales, operational management and business unit leadership. Since 2016, he was Director of the Mineral Sands Business Unit, the world’s 4th largest producer of Zircon and titanium products.
Chief Operating Officer
Guillaume Vercaemer
Guillaume Vercaemer has nearly 30 years of extensive experience in the legal departments of major French and international players in the industrial and mining sectors, during which time he has overseen numerous mergers and acquisitions. He joined the Group in 2022 as General Counsel.
Group General Counsel
Virginie de Chassey
Virginie de Chassey has held positions in sustainable development, communications and public affairs within the Pechiney and PSA groups. She joined the Group in 2018.
Chief Sustainability and External Affairs Officer
Geoff Streeton
Geoff Streeton, an Australian national, joined Eramet in 2022. Previously, he held various operational and business development positions in the mining industry with major industrial groups, such as BHP and Mitsubishi Corporation.
Chief Development Officer, in charge of Strategy, Innovation and Business Development
The Board of Directors
The Board of Directors determines the Group’s business strategy and reviews and approves all decisions relating to the Group’s major strategic priorities.
In accordance with the decision of its Board of Directors on December 9, 2008, Eramet complies with the AFEP/MEDEF corporate governance code for listed companies. Eramet’s Board of Directors has elected to adopt a traditional management structure, with a Chair and CEO who is responsible for the overall running of the Group, as well as chairing the Board of Directors. In accordance with the company’s bylaws, “no decision relating to the major strategic, economic, financial or technological policies of the company may be taken without prior deliberation by the Board”.
In accordance with the Shareholders’ Agreement of March 16, 2012, as updated, the Board of Directors is composed as follows:
- eight directors nominated by the SORAME-CEIR consortium including at least three independent directors;
- five directors nominated by APE including at least two independent directors;
- two directors nominated by STCPI (Société territoriale calédonienne de participation industrielle / Nouvelle-Calédonie);
- one director nominated by mutual agreement by SORAME-CEIR and APE;
- one director to chair the Board of Directors.
In addition, in accordance with Article L. 22-10-7 of the French Commercial Code, two directors representing employees are also appointed, bringing the total number of directors to 19.
In addition to the Chair and CEO, the Board of Directors currently comprises the following 18 members:
- Christel Bories (Chair and Chief Executive Officer)*;
- Emeric Burin des Roziers (independent director);
- CEIR, represented by Nathalie de la Fournière;
- Christine Coignard (independent director);
- François Corbin (independent director), Lead Director;
- Héloïse Duval;
- Tanguy Guillaume Gahouma-Bekale;
- Jean-Yves Gilet;
- Solenne Lepage (independent director);
- Manoelle Lepoutre;
- Ghislain Lescuyer (independent director), Lead Director.
- Miriam Maes (independent director);
- Nicolas Noel (director representing employees)
- Franck Pecqueux (director representing employees);
- Arnaud Soirat (independent director);
- SORAME, represented by Jérôme Duval;
- Romain Valenty, representative of the French State;
- Jean-Philippe Vollmer.
In addition, a non-voting employee representative appointed by Eramet S.A.’s Social and Economic Committee also sits on the Board.
* Since May 23, 2017
The Board of Directors is supported in its work by four Committees
Audit, Risks & Ethics Committee
The six-member Audit, Risk & Ethics Committee is responsible for overseeing:
- the process of preparing economic and financial information;
- the effectiveness of internal control and risk management systems;
- the statutory audit of the company’s annual and, where applicable, consolidated financial statements;
- the management of conflicts of interest through the identification and application of regulated agreements and agreements with related parties;
- the independence of the statutory auditors.
In terms of ethics and compliance, it is responsible for supervising and monitoring the implementation of the company’s policies, and ensuring that appropriate procedures are in place.
The current membership of this Committee is as follows:
- Christine Coignard (independent director);
- François Corbin (independent director), Lead Director;
- Jérôme Duval;
- Miriam Maes (independent director)—Committee Chair;
- Arnaud Soirat (independent director);
- Romain Valenty.
Compensation & Governance Committee
Its missions are as follows:
- to examine and make proposals to the Board of Directors on all forms of remuneration for executive directors;
- ensure that the company complies with its obligations in terms of compensation transparency;
- formulate proposals on the principles for determining and allocating directors’ fees to individual directors on an annual basis;
- formulate proposals concerning shareholding programs for the benefit of certain categories of staff or all staff (including any form of share-based or share-linked compensation).
With regard to corporate governance, the Committee :
reviews, on behalf of the Board, developments in corporate governance practices, and the functioning and missions of the Board and its Committees;
prepares and implements the annual assessment of the functioning of the Board and its Committees;
proposes to the Board the criteria for qualifying a director as independent.
The current membership of this Committee is as follows:
- Mr. François CORBIN (independent director) – Lead director ;
- Ms Nathalie de LA FOURNIERE ;
- Mr Ghislain LESCUYER (independent director) – Committee Chairman ;
- Mrs Miriam MAES (independent director) ;
- Mr Franck PECQUEUX (director representing employees) ;
- Mr Romain VALENTY.
Appointment Committee
Composed of four members, it is in charge of the process for nominating new directors for appointment to the Board:
- when reviewing nominations for the appointment of new directors, it ensures that there are no legal incompatibilities or conflicts of interest;
- when reviewing nominations for the appointment of new independent directors, it examines the extent to which potential candidates meet the conditions of competence, knowledge, experience and availability required for the position, and satisfy the independence criteria recommended by the Compensation and Governance Committee.
The Committee also ensures that a succession plan exists—drawn up under the supervision of the Group’s CEO—in respect of the Group’s senior directors. With regard to the replacement of corporate executive officers, including in the event of an unforeseen vacancy, it must be in a position to make recommendations to the Board of Directors on possible candidates.
Lastly, it submits recommendations to the Board of Directors regarding the membership of the Board’s specialist committees.
The current membership of this Committee is as follows:
- Christine Coignard (independent director);
- Nathalie de la Fournière;
- Ghislain Lescuyer (independent director) – Committee Chair (also Chair of the Compensation and Governance Committee);
- Romain Valenty.
CSR & Strategy Committee
Composed of a maximum of ten members, it is responsible for the following:
- with regard to CSR, it assists the Board, and more specifically ensures that the Group’s corporate strategy complies with the CSR principles to which it is committed, and that management carries out an analysis of internal and external factors related to CSR issues (risks and opportunities) that have an impact on the Group, examines and monitors the progress of the Group’s CSR roadmap, ensures that the Vigilance Plan is implemented in accordance with legal requirements, takes note of the main findings and observations made by the independent third-party body in connection with CSR regulations, evaluates them and reviews management’s action plans;
- with regard to strategy, it assists the Board of Directors in determining the strategic direction of the Group’s activities, and, more specifically, it examines the following items before the Board is consulted: the medium-term plan, all major projects linked to the Group’s development and strategic positioning, and in particular strategic partnership proposals and any acquisition or equity investment, divestment or partnership initiatives that could have a significant impact on, or involve major commitments for, the Group.
The current membership of this Committee is as follows:
- Christel Bories (Chair and CEO);
- Emeric Burin des Roziers (independent director);
- Christine Coignard (independent director);
- Jérôme Duval;
- Jean-Yves Gilet; Nathalie de la Fournière; Manoelle Lepoutre—Committee Chair; Nicolas Noel (director representing employees); Jean-Yves Gilet;
- Nathalie de la Fournière;
- Manoelle Lepoutre—Committee Chair;
- Nicolas Noel (director representing employees);
- Arnaud Soirat (independent director);
- Romain Valenty.
