ANNUAL REPORT ARCELOR 2003 - paperJam

AuthorityThe powers of the Management Board are defined bythe Board of Directors. By delegation of the Board ofDirectors, the Management Board has the powers to:- define and oversee the strategic objectives and generalmanagement plan of the company and the Group, to besubmitted to the Board of Directors for a decision afterconsultation with the Chairman of the Board;- define the policies and resources aimed at implementingthis strategy; all decisions other than those relatingto day-to-day management must be submitted to theBoard of Directors for approval;- implement and control decisions with oversight ofperformance and results.MissionsThe Management Board is a collegial body that sharescommon values and embodies a strong sense of groupidentity and philosophy.Within the framework of the powers delegated by theBoard of Directors, the Management Board:- is responsible for the performance of the Group and itsoperating sectors;- oversees the use made of the industrial, financial andcommercial convergence and synergies within andbetween the operating sectors;- appoints top-level management for the principalcompanies of the Group;- handles relations with the public and EU authoritiesand with the national and international professionalassociations;- is responsible for the coordination of public relationsand ensures compliance with the Group’s corporateidentity;- recommends, for the consideration of the Board ofDirectors: the annual statements of the company andthe recommendations regarding the distribution ofearnings, the consolidated financial statements of theGroup, the consolidated budget forecasts, the reports tobe submitted to the General Meeting of shareholders.Ethics guidelinesThe members of the Management Board adhere tothe highest standards in terms of business conduct andprofessionalism and assist each other in achievingthese goals.6. REMUNERATION6.1. Board of DirectorsTotal remuneration (1) in 2003:EUR 1,665,000including EUR 1,200,000 directors’ emolumentsand EUR 465,000 in directors’ fees.The Chairman of the Board participates in a stock optionplan set up by the company with 50,000 options.6.2. Management BoardThe remuneration of the Chairman and the membersof the Management Board of Arcelor is determinedby the Board of Directors upon recommendation fromthe Appointments and Remuneration Committee.Remuneration structureThe remuneration of the Chairman and the members ofthe Management Board is made up as follows:- fixed annual remuneration;- a bonus linked to performance;- stock options.The directors’ fees received by the Chairman and themembers of the Management Board for their dutieswithin Arcelor have been returned to the company.(1) Including remuneration for the members of the Board committees.26ANNUAL REPORT ARCELOR 2003