Corp Governance Seminar –
   CG @ ArcelorMittal & Wipro

                     MBA 2nd Year
University Institute of Applied...
AGENDA 16 AUGUST
• Introduction to both companies – SB
• Each student – 3 minutes to discuss
   –   Size of Board
   –   C...
PROFILE
• ArcelorMittal is the world's leading steel company, with operations in
  more than 60 countries.
• ArcelorMittal...
CG @ ArcelorMittal

• ArcelorMittal continues to place a strong
  emphasis on corporate governance.
  ArcelorMittal has si...
Shareholding Structure
• The following table sets forth information on 31 July 2010 with
  respect to the beneficial owner...
•   Lakshmi N. Mittal
                                       BOD
    Chairman of the Board of Directors and CEO
•   Vanish...
Wipro
What Wipro Does: transforming your business
• Wipro Technologies, a division of Wipro Limited (NYSE:WIT), is
  among...
BOD
•   Azim H Premji Chairman
•   Girish Paranjpe-Joint Chief Executive Officer of IT Business
•   Suresh Vaswani-Joint C...
•   Corporate Governance
    An organization is built on reputation that comes from more than just
    business or market ...
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CG Seminar - Underrstanding the compotition of BOD and the role of key committees 16 Aug 2010

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CG Seminar - Underrstanding the compotition of BOD and the role of key committees 16 Aug 2010

  1. 1. Corp Governance Seminar – CG @ ArcelorMittal & Wipro MBA 2nd Year University Institute of Applied Management Sciences Panjab University, Chandigarh Sudhendu Bali 16 August, 2010
  2. 2. AGENDA 16 AUGUST • Introduction to both companies – SB • Each student – 3 minutes to discuss – Size of Board – Composition – Committees – Independence – Expertise • Question & answer – max 2 minutes • Consider – size of company, employees, plants/locations & countries operating in, stock exchanges listed on, complexity of products and markets serviced, shareholding pattern, voting rights, complementary/diverse experience of BOD members
  3. 3. PROFILE • ArcelorMittal is the world's leading steel company, with operations in more than 60 countries. • ArcelorMittal is the leader in all major global steel markets, including automotive, construction, household appliances and packaging, with leading R&D and technology, as well as sizeable captive supplies of raw materials and outstanding distribution networks. • With an industrial presence in over 20 countries spanning four continents, the Company covers all of the key steel markets, from emerging to mature. Through its core values of Sustainability, Quality and Leadership, ArcelorMittal commits to operating in a responsible way with respect to the health, safety and wellbeing of its employees, contractors and the communities in which it operates. • In 2009, ArcelorMittal had revenues of $65.1 billion and crude steel production of 73.2 million tonnes, representing approximately 8 per cent of world steel output. • ArcelorMittal is listed on the stock exchanges of New York (MT), Amsterdam (MT), Paris (MT), Brussels (MT), Luxembourg (MT) and on the Spanish stock exchanges of Barcelona, Bilbao, Madrid and Valencia (MTS).
  4. 4. CG @ ArcelorMittal • ArcelorMittal continues to place a strong emphasis on corporate governance. ArcelorMittal has six independent directors on its nine member Board of Directors. ArcelorMittal's Audit Committee and Appointments, Remuneration and Corporate Governance Committee are each comprised of three independent directors and half of the members of ArcelorMittal's Risk Management Committee are required to be independent.
  5. 5. Shareholding Structure • The following table sets forth information on 31 July 2010 with respect to the beneficial ownership and voting rights of ArcelorMittal shares by each person who is known to be the beneficial owner of more than 5% ArcelorMittal's issued share capital and the number of treasury shares. • Shares% of issued shares % of voting rights • Number of shares issued1,560,914,610 • Mittal family 637,338,263 40.83% (42.20%) • Other public shareholders 873,114,975 55.94% (57.80%) • According to ArcelorMittal's articles of association, a shareholder owning 2.5% or more of the share capital must notify ArcelorMittal. The only registered shareholder owning 2.5% or more but less than 5% of the share capital at 31 July 2010 is the Luxembourg State with 38,965,330 shares representing 2.50% of the total issued share capital or 2.58% of the issued share capital less the treasury shares
  6. 6. • Lakshmi N. Mittal BOD Chairman of the Board of Directors and CEO • Vanisha Mittal Bhatia (LNM ‘s daughter) Member of the Board of Directors • Narayanan Vaghul Chairman ICICI Member of the Board of Directors - Independent • Wilbur L. Ross, Jr. served as the Chairman of the ISG Board of Directors since ISG's inception. Mr Ross is the Chairman and Chief Executive Officer of WL Ross & Co. LLC, a merchant banking firm Member of the Board of Directors - Independent • Lewis B. Kaden Vice Chairman of Citigroup. Prior to that, he was a partner of the law firm Davis Polk & Wardwell. He has served as a director of Bethlehem Steel Corporation for ten years Member of the Board of Directors - Lead Independent Director • François Pinault founder Artemis Group, a global investment holding company for retail brands such as FNAC, La Redoute, Conforama, Saint Laurent, Boucheron and Balenciaga. Artemis also owns the Chateau Latour vineyard in France and Christie's Member of the Board of Directors - Independent • Jeannot Krecké represents the Luxembourg govt at the Council of Ministers of the European Union Member of the Board of Directors - Non Independent • Antoine Spillmann an Asset Manager, partner at Bruellan Wealth Management Member of the Board of Directors - Independent • H.R.H. Prince Guillaume de Luxembourg Member of the Board of Directors - Independent • Secretary to the Company and the Board of Directors: Henk Scheffer, Company Secretary
  7. 7. Wipro What Wipro Does: transforming your business • Wipro Technologies, a division of Wipro Limited (NYSE:WIT), is amongst the largest global IT services, BPO and Product Engineering companies. In addition to the IT business, Wipro also has leadership position in niche market segments of consumer products and lighting solutions. The company has been listed since 1945 and started its technology business in 1980. Today, Wipro generates USD 6 billion (India GAAP figure 2009-10) of annual revenues. Its equity shares are listed in India on the Mumbai Stock Exchange and the National Stock Exchange; as well as on the New York Stock Exchange in the US. Wipro makes an ideal partner for organizations looking at transformational IT solutions because of its core capabilities, great human resources, commitment to quality and the global infrastructure to deliver a wide range of technology and business consulting solutions and services, 24/7. Wipro enables business results by being a ‘transformation catalyst’. It offers integrated portfolio of services to its clients in the areas of Consulting, System Integration and Outsourcing for key-industry verticals.
  8. 8. BOD • Azim H Premji Chairman • Girish Paranjpe-Joint Chief Executive Officer of IT Business • Suresh Vaswani-Joint Chief Executive Officer of IT Business • Suresh Senapati- Legal, Business Planning, Treasury and Controller • Ashok Ganguly- Chairman of Firstsource Solutions Limited and ABP Private Limited (Ananda Bazar Patrika Group) • P M Sinha - xChairman of PepsiCo India Holdings Limited& Chairman of the Nomination, Governance and Compensation Committee of Bata India Limited. • B C Prabhakar- a practicing lawyer • Dr. Henning Kagermann - President of Acatech (German Academy of Science and Technology) x-CEO of SAP AG, till 2009 • Shyam Saran - xForeign Secretary, Government of India • N Vagul - Chairman of the Board of ICICI Limited, Mahindra and Mahindra Limited, 8 other corporates, Arcelor Mittal Luxembourg, Arcelor Mittal Europe and Azim Premji Foundation. • Jagdish Sheth- Professor at Emory University • William Arthur Owens – xCEO & VC of Nortel Networks Corporation
  9. 9. • Corporate Governance An organization is built on reputation that comes from more than just business or market performance. It comes from the core values practiced by the organization. Inherently these values are defined by Integrity. Integrity lays down the guidelines how we all behave and work. What follows is a ready reckoner for Wipro employees to consult whenever they come to a crossroad. • Guidelines to be followed when there is an ethical dilemma, – Corporate governance guidelines – Code of ethics for principal & finance officers – Code of business conduct and ethics • Charters of the Committees – The Audit/Risk and Compliance Committee – The Board Governance and Nomination Committee – The Compensation Committee • Memorandum and Articles of Association of Wipro • Wipro's ombudsprocess Non employees Employees

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