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Alcan is committed to the highest standard
in corporate governance. Alcan's practices meet or exceed
all applicable stock exchange and regulatory requirements
and ensure transparency and effective governance of the Company.
Care is taken to ensure that the Board is constituted of
a substantial majority of individuals who qualify as Directors
who are unrelated to and independent of management in
accordance with stock exchange requirements.
Alcan's Board of Directors regularly reviews its corporate
governance practices in light of any developing requirements
in this area. As new provisions come into effect, the Board
reassesses its corporate governance practices and implements
changes where appropriate.
Alcan's corporate governance practices stipulate that Board
approval is mandatory for capital expenditure budgets, significant
investments and divestments, strategic and value-maximizing
plans, and any other matter that may have an important impact
on the Company.
Alcan's Board has established four committees, each constituted
by its own charter and composed solely of independent
Directors.
The Committees of the Board are: The Corporate Governance
Committee, the Audit Committee, the Human Resources Committee
and the Environment, Health and Safety Committee. The Nominating
Committee is constituted as a sub-committee of the Corporate
Governance Committee.
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Corporate Governance Committee
This committee has the broad responsibility of regularly
reviewing corporate governance practices in general
within Alcan, as well as monitoring the size and composition
of the Board and developing position descriptions for
Directors, the Chairman and the CEO.
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Nominating Committee
The Nominating Committee reviews candidates for nomination
as Directors and these nominees will be recommended as
candidates for election to the Board. |
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Audit Committee
The committee's main objective is to provide an effective
overview of Alcan's financial reporting process and internal
control functions. Among its other duties, the Audit Committee
ensures that the Company makes timely disclosure of activities
that would materially impact its financial statements. |
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Human Resources Committee
With a broad responsibility to review all human resources
policy and employee relations matters, this committee
is responsible for periodically reviewing the overall
management organization structure, succession planning
for senior management, reviewing recommendations for the
appointment of Executive Officers and making recommendations
based on trends in the area of human resources management.
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Environment, Health and Safety Committee
This committee oversees the policy, management practices
and performance in environment, health and safety
and makes recommendations to the Board with regard to
current and changing requirements. The committee
also reviews the latest legal, regulatory and consumer
environmental trends as they impact Alcan and its stakeholders.
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In addition, the Company has a Worldwide
Code of Employee and Business Conduct that governs
all employees as well as Directors, consultants and suppliers.
As an annex to the Code and supplemental thereto, the Company
has adopted a Code of Ethics for Senior Financial Officer
including the CEO, the Chief Financial Officer and Controller.
Figure 1: Alcan Governance Framework
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