Corporate Governance

Constellium is a public company, listed on the NYSE, operating with the highest ethical standards and best practices, and is answerable to our shareholders, the Board of Directors and Committees, and our worldwide code of conduct.

The Board of Directors is collectively responsible for the management of the Company, the general conduct of the Company’s business and its corporate governance structure. The Non-Executive Directors supervise and provide guidance to the Executive Director, who is entrusted with the day-to-day management of the Company.

We maintain a one-tier board of directors consisting of both executive directors and non-executive directors (each a “director”). As a foreign private issuer under the NYSE rules, we are not required to have independent directors on our board of directors, except to the extent that our Audit Committee is required to consist of independent directors.

Members: The Audit Committee consists of three Independent Directors (according to the NYSE requirements): Lori A. Walker (Chair), Isabelle Boccon-Gibod, John Ormerod.

Functions: Some of the principal duties and responsibilities of the Audit Committee include overseeing and monitoring our financial reporting process and internal control system; the integrity of our consolidated financial statements; the independence, qualifications and performance of our independently registered public accounting firm; the performance of our internal audit function; our related party transactions; review of our risk assessment and related processes; and our compliance with legal, ethical and regulatory matters.

Members: The Remuneration Committee consists of three Directors: Martha Brooks (Chair), Jean-Christophe Deslarzes, Jean-Philippe Puig.

Function: Some of the principal duties and responsibilities of the Remuneration Committee include: review, evaluate and make recommendations to the Board regarding compensation policies and establish performance-based incentives that support our long-term goals, objectives and interests; review, set and approve corporate goals and objectives relevant to the compensation of the Chief Executive Officer; review and approve the compensation of all employees who report directly to the Chief Executive Officer; review and make recommendations to the Board with respect to incentive and equity based compensation plans; provide oversight concerning selection of officers, management succession planning, expense accounts, indemnification and insurance matters, and separation packages; and assist the Board in reviewing succession planning and the talent development process; assess compensation philosophy and policies to monitor risk management; and prepare responses to any shareholder proposals relating to remuneration policies of the Company.

Members: The Nominating/Governance Committee consists of five Directors: John Ormerod (Chair), Isabelle Boccon-Gibod, Michiel Brandjes, Jean-Christophe Deslarzes, Lori A. Walker.

Function: Some of the principal duties and responsibilities of the Nominating/Governance Committee include: identify and recommend to the Board candidates to be elected or appointed to the Board; draw up selection criteria and appointment procedures for Board members; recommend Committee Chairman and membership appointments and reappointments for consideration by the Board; periodically assess the size and composition of the Board, and make a proposal for a composition profile of the Board; make recommendations to the Board with respect to determinations of Director independence; conduct the Board’s annual governance review with respect to the Company; establish an appropriate process for and oversee the self-assessment of the Board (including Board self-assessment, Committee self-assessments and Director assessments), and oversee the evaluation of management; conduct timely succession planning for the Chief Executive Officer; supervise the policy of the Board on the selection criteria and appointment procedures for senior management; and consider questions of possible conflicts of interest of Board members and of senior executives.

Members: The Safety and Sustainability Committee consists of four Independent Directors (according to the NYSE requirements):  Michiel Brandjes (Chair), Emmanuel Blot, Martha Brooks, Jean-Philippe Puig.

Functions: Some of the principal duties and responsibilities of the Safety and Sustainability Committee are to review and monitor the Company’s policies, practices and programs with respect to the management of EHS affairs, including sustainability; adequacy of the Company’s policies, practices and programs for ensuring compliance with EHS laws and regulations; and any significant EHS litigation and regulatory proceedings in which the Company is or may become involved.

Our worldwide Code of Employee and Business Conduct sets out the standard of behavior we expect from our employees. The Code governs the way Constellium acts in business, and how we expect our business partners, customers and suppliers to behave. It applies to all Constellium employees, subject to applicable local law. Compliance with the Code is essential to preserving and enhancing the Company’s reputation as a responsible corporate citizen and, ultimately, to maximizing shareholder value. For suppliers, we have developed a specific Code of Conduct.

Constellium’s Integrity Hotline is an independent service to communicate concerns anonymously and confidentially via telephone, anytime, day or night.

The Integrity Hotline is available 24/7 via toll-free telephone numbers in countries where Constellium has manufacturing facilities or major offices. Trained specialists are available to respond in English, Chinese, Czech, French, German, Japanese, Slovak, and Spanish.

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We implemented a whistleblowing mechanism to foster an environment where our employees can act without fear of retaliation by establishing procedures to encourage the reporting of wrongdoing or suspected wrongdoing or irregularities of a financial, accounting, auditing, or banking nature in Constellium, as well as violations of the Code of Conduct, to a reporting official. To facilitate this reporting, we have established an external hotline in all the countries and languages we have operations in.

We have an Insider Trading policy which sets out the restrictions on trading in Constellium securities and the use of inside information.