Purpose and scope
As part of its commitment to sound corporate governance, ArcelorMittal has set up a process of risk identification and management. These risks include but are not limited to financial, legal and operational risk and risks concerning ArcelorMittal’s reputation and ethical standards.
The board of directors of ArcelorMittal has created the board risk management committee to assist it with the identification and management of risks to which the ArcelorMittal group is exposed.
The Group Management Board of ArcelorMittal has established the group risk management committee (GMRC) at executive management level. The chairman of the GRMC is an invitee to the meetings of the risk management committee, established at the level of the board of directors, and in this capacity represents senior management at the committee’s meetings.
The purpose of the committee is to support the board of directors in fulfilling its corporate governance and oversight responsibilities by assisting with the monitoring and review of the risk management framework and process of the ArcelorMittal group.
The main responsibilities and duties of the committee are to assist the board of directors by developing recommendations regarding the following matters:
- The oversight, development and implementation of a risk identification and management process and the review and reporting on the same in a consistent manner throughout the ArcelorMittal group;
- The review of the effectiveness of the group-wide risk management framework, policies and process at corporate, segment and business unit levels, and the proposing of improvements, with the aim of ensuring that the group’s management is supported by an effective risk management system;
- The promotion of constructive and open exchanges on risk identification and management among senior management (through the GRMC), the board of directors, the internal assurance department, the legal department and other relevant departments within the ArcelorMittal group;
- The review of proposals for assessing, defining and reviewing the risk appetite/tolerance level of the group and ensuring that appropriate risk limits/tolerance levels are in place, with the aim of helping to define the group’s risk management strategy;
The committee is composed of at least two members of the board of directors. At least half of the members of the committee must be independent under the New York Stock Exchange (NYSE) Listed Company Manual and the 10 Principles of Corporate Governance of the Luxembourg Stock Exchange.
The members of the committee may decide to appoint a chairman by majority vote. The chairman of the GRMC is an invitee to the committee and, in addition, the committee may invite any other member of the GRMC or any other expert from within the ArcelorMittal group to participate in a meeting of the committee. The committee may also seek the advice of outside experts.
Committee members are required to have a working familiarity with the fundamentals of finance, accounting and risk management. It is appropriate for committee members to have a different range of backgrounds, skills and experiences due to the strategic, business, operational, financial and non-financial risk profiles of the ArcelorMittal group.
The current members of the committee are Antoine Spillmann, who is the chairman of the committee and qualifies as independent under the New York Stock Exchange standards and the 10 Principles of Corporate Governance of the Luxembourg Stock Exchange; Mrs Suzanne Nimocks and Mr. Tye Burt, who also qualify as independent under the same rules; and Mr Jeannot Krecké, who is a non-independent member.
The committee will be validly constituted if at least a majority of its members are present or participating. If at any time the committee is composed of two members only, the presence or participation of the two members is required to have a quorum. Decisions and recommendations will be adopted by a simple majority. In case of deadlock, any committee member may bring the matter before the board of directors.
The committee meets at least four times a year on a quarterly basis or more frequently as circumstances may require. The chairman of the committee or, in the absence of a chairman, any other member of the committee, will report to the board of directors at each of the latter’s quarterly meetings or more frequently if circumstances require.
The committee conducts an annual self-evaluation of its own performance, its interaction with the GMRC and the board of directors, and its effectiveness and compliance with its charter.