ArcelorMittal places a strong emphasis on corporate governance, with a large independent majority in its board of directors: eight independent directors among its 11 members. ArcelorMittal’s audit committee and its appointments, remuneration and corporate governance committee are both comprised entirely of independent directors. ArcelorMittal’s risk management committee at the level of the board of directors is comprised of three directors, two of whom are independent.
A director is considered ‘independent’ if:
- he or she is independent within the meaning of the Listed Company Manual of the New York Stock Exchange, as amended from time to time, or any successor manual or provisions, subject to the exemptions available for foreign private issuers (the ‘NYSE standards’);
- he or she is unaffiliated with any shareholder owning or controlling more than 2% of the total issued share capital of ArcelorMittal;
- 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, a director who also is an employee, 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 ArcelorMittal's domestic corporate governance code, require ArcelorMittal to define the independence criteria that apply to its directors.
There is no requirement in our articles of association that directors be shareholders of the company.