Company

Corporate Governance

Alstom has been listed on the Paris Stock Exchange since 1998 and therefore applies corporate governance rules. Alstom provides transparency when conducting business and applies corporate governance guidelines carrying out the corporate governance principles published by the AFEP and the MEDEF.

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Code of reference: AFEP-MEDEF Code of Corporate Governance for Listed Companies

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Articles of Association as of July 10, 2019

Board of Directors

Alstom’s Board of Directors is composed of thirteen members, appointed for a four-year period.

3

directors have foreign nationalities
45%

of women members of the Board

64%

of independent members
13

meetings in 2018/19
89%

of attendance rate in 2018/19

Henri Poupart-Lafarge

Chairman of the Board of Directors and Chief Executive Officer

Yann Delabrière

Lead Independent Director, Chairman of the Nominations and Remuneration Committee

Olivier Bouygues

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Bi Yong Chungunco

Independent Director, Member of the Ethics, Compliance and Sustainability Committee

Françoise Colpron

Independent Director

Clotilde Delbos

Independent Director, Member of the Audit Committee

Gérard Hauser

Member of the Nominations and Remuneration Committee, Member of the Ethics, Compliance and Sustainability Committee

Sylvie Kandé de Beaupuy

Independent Director, Chairwoman of the Ethics, Compliance and Sustainability Committee

Philippe Marien

Permanent Representative of Bouygues SA, Member of the Audit Committee

Baudouin Prot

Independent Director, Member of the Nominations and Remuneration Committee

Sylvie Rucar

Independent director, Chairwoman of the Audit Committee, Member of the Nominations and Remuneration Committee

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Internal rules of the Board of Directors as of 5 July 2016

Board Committees

The Board of Directors is assisted by three Committees: the Audit Committee, the Nominations and Remuneration Committee and the Ethics, Compliance and Sustainability Committee.

Audit Committee

Members: Sylvie Rucar (Chair), Clotilde Delbos, Philippe Marien (permanent representative of Bouygues SA).

67%

of independent members
4

meetings in 2018/19
85%

attendance rate in 2018/19

Nominations and Remuneration Committee

Members: Yann Delabrière (Chair and Lead Independent Director); Gérard Hauser; Baudouin Prot, Sylvie Rucar.

75%

of independent members
5

meetings in 2018/19
80%

attendance rate in 2018/19

Ethics, Compliance and Sustainability Committee

Members: Sylvie Kandé de Beaupuy (Chair); Bi Yong Chungunco; Gérard Hauser.

67%

of independent members
3

meetings in 2018/19
100%

attendance rate in 2018/19

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Audit Committee internal rules

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Nominations and Remuneration Committee internal rules

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Ethics, Compliance, and Sustainability Committee internal rules

Management Team

Henri Poupart-Lafarge *

Chairman of the Board of Directors and Chief Executive Officer

Jean-François Beaudoin *

Senior Vice-President - Alstom Digital Mobility

Thierry Best *

Senior Vice-President - Operational Excellence

Michel Boccaccio *

Senior Vice-President - Latin America

Anne-Sophie Chauveau-Galas*

Senior Vice-President - Human Resources and Sustainable Development

Gian Luca Erbacci *

Senior Vice-President – Europe

Jean-Baptiste Eyméoud *

Senior Vice-President - France

Ling Fang *

Senior Vice-President - Asia Pacific

Bruno Marguet*

Senior Vice-President - Platforms

Laurent Martinez *

Chief Financial Officer

Emmanuelle Petrovic*

Senior Vice-President – General Counsel

Didier Pfleger *

Senior Vice-President - Middle-East and Africa

Jérôme Wallut *

Senior Vice-President - North America

Marc Granger

Chief Strategy Officer

Bruno Tourne

Vice President - Communications

* Member of the Executive Committee

Learn more about Alstom’s Executive Committee
The Executive Committee, chaired by the CEO, comprises regional leaders, with all regions being represented, as well as leaders with functional expertise. Finance, Human Resources, Legal, and Operations are the functions permanently sitting at the Executive Committee.

The CEO leads the Executive Committee in its overall management of the Company to achieve its performance goals and objectives.

More specifically, the role of the Executive Committee is to implement the Financial & Strategic directions provided by the Board of Directors. Formally gathering once a month, this Committee engages in decision-making, supporting the CEO in the following areas:
- Strategic matters within the framework set by the Board;
- Industrial footprint & geographical expansion;
- Capital allocations;
- Organisational & staffing needs;
- Product portfolio evolution through new developments & rationalisation;
- Company policies & critical processes.
It systematically reviews company financial & operational performance, discusses & validates staffing for key positions, seeks insights into various ongoing legal company matters and fosters the implementation of legal best practices.

The Executive Committee endorses the product, marketing & commercial plans and reviews the budget orientations prior to validation by the Company Board of Directors.

The internal audit & internal control management provides regular updates to the Executive Committee, assessing progress towards reaching the objectives set forth by the Audit Committee. The Executive Committee, on a regular basis, reviews the performance of Platform & Operational functions during specific sessions whereby the respective leaders report out on their product development roadmaps & operational improvement initiatives.

Effective internal control

A robust and broad internal control system encompasses all Group functions and activities. By enabling quicker, more reliable and more competitive operations, a sound internal control system built on a self-assessed questionnaire provides reasonable assurance that Alstom processes are compliant with laws and regulations at all times. Internal control questionnaire ensures that information and data including financial information are reliable and operations are completed in an optimal manner. Around 1,500 Alstom personnel, including operational and unit management, are involved in the internal control self-assessment exercise.

Compensation of executive officers

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