Investors

ERAMET is committed in its response to the most stringent corporate governance requirements, deriving from the Bouton report, the rules and practices imposed by the Financial Markets Authority, and legal texts on financial transparency. These requirements are expressed chiefly in the organisation of the work of the Board of Directors and its committees as well as in the implementation of internal control.

The Executive Committee of the group (COMEX) chaired by Patrick Buffet defines a strategy for the Group, submits it to the Board of Directors and executes it. In addition to the Chairman and CEO, the Comex is comprised of the Division heads (Nickel, Manganese and Alloys), all three of whom are delegate CEOs, the Chief Financiel Officer, the Executive Vice-President Hyman Resources and, as of 2007, the Executive Vice-President Communications and Sustainable Development. Some Comex members are responsible for a Group-wide function (Research & Development, engineering, information systems, purchasing). This brings the executive body into direct contact with all the Group's activities, operating functions and support departments. The Comex strives to provide clear information on ERAMET's strategic choices, both internally with its employees and externally with partners and stakeholders.

The Comex also conducts regular reviews of high-potential managers and supervies international management.

The Chairman & CEO oversees strategy and financial communications, development and industrial affairs.

International management committee:

Created in 2004, the committee's mission is to leverage new synergies between the Group's entities. For that purpose, it is comprised of ERAMET's main executives. The three divisions are represented, as the main geographic zones are.

The international management committee supports the Group's steady international development by facilitating the sharing of information and experience among teams. The setup of a common organisation for all ERAMET's activities in China is a good example.

Membership / Independence
In line with the shareholders' agreement of June 17, 1999, as amended on May 29, 2008, between SORAME and CEIR on the one hand, and AREVA, on the other hand, since the Meeting of July 21, 1999, the Board of Directors has in principle been comprised of fifteen members, as follows, not including the Chairman:

-          Five Directors put forward by the SORAME-CEIR concert party;

-          Three Directors put forward by AREVA;

-          Two Directors put forward by STCPI;

-          Four “qualified persons”, two put forward by the SORAME CEIR concert party and two by AREVA, “in light of their expertise and their independence from the party nominating them and from the Company itself, in line with the recommendations of the Viénot report” (under the terms of the shareholders' agreement).

At December 31, 2009, in addition to the Honorary Chairman, Yves Rambaud, the Board of Directors had the following fifteen members:

Chairman of the Board of Directors: Patrick Buffet, since April 25, 2007.

Vice-Chairmen:

At its Meeting of September 13, 2000, the Board of Directors decided to appoint two Vice-Chairmen representing the two largest shareholders.

Georges Duval, on behalf of SORAME, since September 13, 2000;

Gilbert Lehmann, on behalf of AREVA, since December 13, 2005.

Directors:

Rémy Autebert

Cyrille Duval

Edouard Duval

Georges Duval

Patrick Duval

Pierre Frogier

Pierre-Noël Giraud (independent director)

Gilbert Lehmann

Jean-Hervé Lorenzi (independent director)

Louis Mapou

Jacques Rossignol (independent director)

Michel Somnolet (independent director)

Antoine Treuille (independent director)

AREVA, represented by Frédéric Tona

This committee has drawn up its own charter, with the aim of detailing its composition (three members), its operations, its missions and the remuneration of its members. The board definitively adopted the charter on 10 December 2003.  It was last updated of 9 december 2008, to take account of the Act of 3 july, 2008. The committee’s mission is to examine, besides internal auditing plans and the interim and annual accounts, the monitoring of important litigation, risk management, change management policy, new quaterly communication rules, the application of the Financial Security Law. The committee met four times during 2008 and the attendance rate of its members was 100%.  

Current composition of the committee: Antoine Treuille (independant director), Michel Somnolet (independant director) and Gilbert Lehmann.

This committee, which comprises three directors, including two independent directors, can be attended by the group’s director of human resources. Based on an in-depth examination of the various activities' results and actions, the committee makes proposals to the Board of Directors on corporate officers' compensation, year-end bonuses and goals for the new year. Progress on safety, governance and management are particularly taken into account.

Current composition of the committee: Frédéric Tona, Michel Somnolet (independant director) and Jacques Rossignol (independant director).

The compensation committee met eight times during 2008 and the attendance rate of its members was 100%.

Comprised of four members (three directors and the Chairman), it recommends the   appointment of the corporate officers heading up each of the ERAMET Group's three divisions.

The Selection Committee did not meet in 2008.

Launched in 2003, ERAMET's audit action plan provides for the regular auditing of all the Group's companies (approximately 40 entities). With the audits completed in 2007, virtually all those companies benefited form an in-depth diagnosis followed by action and improvement plans that are monitored by the Executive Committee on a quarterly basis.

The work carried out in 2008 did not reveal any serious failings of weaknesses in the way in which internal control is organized.

Complete and transparent financial information

The financial communication department is tasked with implementing the group’s information policy in relation to the financial community, investors and shareholders.

Other than the two meetings held for journalists and analysts when the annual and interim results are published, several other briefings were organised in Paris, London, Stockholm and Frankfurt.

All the group’s presentations, press releases (subscription is possible) and financial documents (reference documents and annual reports) can be found on ERAMET’s website (www.eramet.fr), which is designed to present the group and its activities.