bold spirit - ArcelorMittal South Africa

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94 ArcelorMittal South Africa Annual Report 2010 Corporate governance appendix continued Nominations Committee Committee members MJN Njeke (Chairman) ND Orleyn DCG Murray By invitation N Nyembezi-Heita AMHO Poupart-Lafarge DK Chugh General Manager, Human Resources Vice-President, Human Resources for ArcelorMittal Group The functions of the Nomination Committee are to: • regularly review the board structure, size and composition and make recommendations to the board on the composition of the board in general and any adjustments that are deemed necessary, including the balance between executive, non-executive and independent non-executive directors; • be responsible for identifying and nominating candidates for the approval of the board to fill board vacancies (executive and nonexecutive directors) as and when they arise; • be responsible for succession planning, in particular for the chairman and executive directors; • agree, and put in place, a performance contract with the CEO; • formalise the annual performance reviews of the board as a whole, the respective board committees and individual board members; • in the exercise of its duties, have due regard for the principles of governance and code of best practice; and • deal with any other nomination matter formally delegated by the board to the committee from time to time. Transformation Committee The Transformation Committee was established to drive strategy and the achievement of B-BBEE targets within the company. Committee members ND Orleyn (Chairman) N Nyembezi-Heita RH Torlage DK Chugh LP Mondi By invitation CPD Cornier AMHO Poupart-Lafarge Chief Operating Officer General Manager, Human Resources Group Manager, Corporate Responsibility and External Relations The committee is tasked with overseeing management actions and efforts to comply with B-BBEE legislation, ensuring that the key elements of the balanced scorecard (ownership, management control, skills development, employment equity, preferential procurement, enterprise development and socio-economic development) are addressed, approving strategies and plans to achieve B-BBEE compliance status and to consider and recommend major B-BBEE projects. Additional committees Executive Committee Committee members N Nyembezi-Heita (Chairman) RH Torlage Chief Operating Officer Chief Technology Officer Chief Marketing Officer General Managers of business units Head of Legal Counsel General Manager, Human Resources Group Manager, Environment Group Manager, Corporate Responsibility and External Relations Manager, Corporate Communications and Branding Group Manager, Information Management Group Manager, Internal Audit
95 ArcelorMittal South Africa Annual Report 2010 The Executive Committee and its members are individually mandated, empowered and held accountable for: • implementing the strategies and key policies determined by the board; • managing and monitoring the business and affairs of the organisation in accordance with approved business plans and budgets; • prioritising the allocation of capital and other resources; • ensuring compliance with laws and adherence to good governance principles; and • establishing best management and operating practices. The committee meets formally on a monthly basis. B-BBEE Special Committee This board committee was established to consider the B-BBEE transaction. Committee members ND Orleyn (Chairman) MJN Njeke N Nyembezi-Heita S Maheshwari C Cornier Board and committee meeting attendance The attendance at meetings by directors for the year ended 31 December 2010, including teleconferences, is summarised below: Audit and Risk 7 SHE Transformation Remuneration Nomination B-BBEE Special Com Mr MJN Njeke 11/11 N/A N/A N/A N/A 3/3 4/4 Ms N Nyembezi-Heita 11/11 6/7 1 3/3 2/2 3/4 1 3/3 1 4/4 Mr DK Chugh 9/11 N/A N/A 2/2 4/4 1/3 1 N/A Mr CPD Cornier 7/11 N/A N/A 2/2 1 N/A 1/3 1 4/4 Mr EK Diack 2 6/6 5/5 N/A 1/2 1 N/A N/A 4/4 Mr M Macdonald 3 10/11 6/7 3/3 N/A N/A N/A N/A Mr S Maheshwari 5/11 N/A N/A N/A N/A N/A 2/4 Mr LP Mondi 10/11 N/A N/A 1/2 2/4 N/A N/A Mr DCG Murray 10/11 7/7 3/3 1/2 1 4/4 3/3 N/A Ms ND Orleyn 4 9/11 N/A N/A 2/2 3/4 3/3 3/4 Mr AMHO Poupart-Lafarge 6/11 N/A N/A 1/2 2/4 1/3 N/A Mr RH Torlage 5 2/3 5/7 1 N/A 1/2 1 N/A N/A N/A Mr HJ Verster 6 7/8 6/6 N/A N/A N/A N/A 4/4 1. Attended by invitation 2. Resigned from the board on 9 July 2010 3. Appointed as independent non-executive director on 4 February 2010 and Chairman of the Audit and Risk Committee on 9 July 2010 4. Appointed as member of the Audit and Risk Committee on 9 July 2010 5. Appointed as CFO and member of the board on 3 September 2010 6. Resigned from the board on 23 August 2010 7. Includes special meetings
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Annual Report 2010 bold spirit
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I in brief
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Brand values Our goal is to provide
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Financial features Headline earning
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bold spirit - ArcelorMittal South Africa

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