Our governance
Since July 1, 2021, the Company’s governance structure is based on a Board of Directors.
As of today, the Board of Directors is comprised of 8 members. Among the 8 Directors 5 of them were qualified as independent by the Board of Directors in accordance with the criteria set forth in the AFEP-MEDEF Code and one of the Directors represents employees.
The Board of Directors benefits from the work of 5 specialized Committees that review specific matters: the Audit Committee, the Remuneration Committee, the Nomination & Governance Committee, the Strategic & Finance Committee and the Corporate Social Responsibility Committee (CSR).
An Executive Committee also supports the operational management of the Group.
Vallourec refers to the principles of corporate governance set out in the AFEP-MEDEF corporate governance code for French listed companies
Executive Committee
Executive Committee
The Vallourec Executive Committee team is responsible for leading the Group’s operations. It implements the strategic decisions and orientations defined by the Board of Directors under the chairmanship of Philippe Guillemot.
Acting Senior Vice President of South America
Born on 6 May 1959 – French nationality
Chairman of the Board of Directors & Chief Executive Officer
Summary of main areas of expertise and experience
MBA from Harvard Business School
Graduate of the French engineering school, École des Mines de Nancy
Knight of the French National Order of Merit
2017-2022
Philippe Guillemot was CEO at Elior Group, one of the world’s leading operators in contract catering and support services with strong positions in 5 countries. He carried out in-depth work to put the Group on a sound financial footing, to provide it with a value-creating strategy and to build a robust organization, which proved decisive in the face of the context made extremely difficult by the Covid crisis
2013-2016
Chief Operating Officer at Alcatel-Lucent, where he drew up a business recovery and transformation plan and subsequently oversaw Alcatel-Lucent’s integration into Nokia
2010-2012
CEO and a Board member of Europcar
2004-2010
Chairman and CEO of Areva Transmission and Distribution (T&D)
2001-2003
Member of the Executive Committee at the automotive supplier Faurecia (recently renamed Forvia)
1998-2000
Member of the Executive Committee at the automotive supplier Valeo
1983-1989 and 1993-1998
Various positions at Michelin and member of the Executive Committee in 1996
Born on June 8, 1975, German nationality
Chief Financial Officer
Summary of main areas of expertise and experience
Between 2019 and 2021, Sascha Bibert served as CFO of the Uniper Group where, together with the rest of the management team, he developed and implemented a new strategy focusing on accelerating the energy transition, while capitalizing on the opportunities of the current cycle. Sascha also placed great emphasis on internal and external reporting, ensuring that strategy execution including capital allocation remained well aligned with the information provided to key stakeholders.
He previously worked as CFO of EnerjiSA in Turkey for 5 years, supporting the company’s strong growth in a highly volatile environment and then listing the company on the stock exchange, following its split into distinct upstream and downstream entities.
From 2009 to 2014, Sascha held various management positions within the E.ON Group, including SVP for Group Accounting and Controlling and Head of Investor Relations. In parallel, he also served on the board of Energy from Waste, a company led by the private equity group EQT.
Sascha began his career as an equity portfolio manager and buy-side analyst, including a five-year stint with Allianz Global Investors and three years with Munich Re as Head of Investor and Rating Agency Relations.
Sascha is a graduate of the International School of Management, as well as a CFA charterholder and a Certified Credit Analyst (CCrA).
After graduating from the Centrale Paris school of engineering, Philippe Carlier began his career at EADS in 1988 and moved to Vallourec as a management controller in 1995. He held various positions such as plant manager, subsidiary Chief Operating Officer, and industrial director, before being appointed Director of Upstream activity (steel mills and rolling mills) in 2012.
He was in charge of Upstream and Industry activities (tubular products for mechanical engineering, construction and the automotive industry) until 2014. Since April 2017, he has been Senior Vice President Technology & Industry.
Graduated of ESSEC and law universities, Sarah Dib joined the Group in January 2023 as Legal Manager in charge of governance and stock market law and Secretary to the Board of Directors, after having worked for several years as a lawyer in international firms in the fields of corporate law, stock market law and mergers and acquisitions and having been Project Manager in business law within the Ministry of Economy, Finance and Industrial and Digital Sovereignty.
A graduate of the Ecole Nationale d’Arts et Métiers in 2001, Laurent Dubedout joined Vallourec in 2002 as an R&D engineer and quickly took on marketing & Development functions for the Oil & Gas market. He continued his career internationally by taking on the position of Vice President Marketing and Development for North America in 2005 and developed the On Shore US product and service offerings and participated in the group’s growth in the US market. Back in France, he became Industrial Excellence Manager and then Director of Marketing and Development for Oil & Gas. From 2015 to 2020, based in Singapore, he managed the South East Asia region. At the end of this mission, he took over the worldwide responsibility of the OCTG and Accessories Product Line before joining the Executive Committee in 2023 as Senior Vice President, Business Line OCTG, Services & Accessories, Group & Eastern Hemisphere.
Valéria Fernandes joined Vallourec on May 1st 2023 as the Chief Digital and Information Officer and is part of the Executive Committee.
She is a Brazilian native with American and Portuguese citizenships. She graduated from the Pontifícia Universidade Católica de Campinas (PUC-Campinas) and holds a computer science degree in Management Information Systems. She has a Master Certificate in Project Management from the George Washington University School of Business.
She comes from Constellium, where she was the CIO for the European Manufacturing Operations. Before Constellium, Valéria worked with various IT think-tank and innovation initiatives in academia and innovation hubs. She spent most of her professional career in IT leadership positions in the automotive industry where she led IT activities of notable M&A, PMI transactions and transformation programs at Daimler-Chrysler-Fiat and Nissan-Renault-Mitsubishi. In these roles she worked and lived in several countries in the Americas, EMEA and APAC regions. She also worked for: Ford Credit (US and Mexico), Dow Chemical (US and Brazil), Unilever (Brazil) and IBM (Brazil) where she led the implementation of local, regional and global programs.
Valeria is highly committed to Innovation, D&I and ESG and has participated in several related forums and advisory boards.
Bertrand Frischmann, 46-year old, is a graduate of the Ecole des Mines, Paris and holds an engineering degree in industrial engineering and logistics.
After starting his career in the automotive and consulting sectors, he joined Vallourec in 2004 as a controller, first at corporate level and then, from 2005, at Vallourec Star in Youngstown, Ohio, where he supervised the integration of this new entity.
In 2007, he was appointed Production Manager of the tube mill at Vallourec Star. This first American experience ended in 2009, when he took over the management of the Saint-Saulve tube mill in France.
He stayed there for 4 years before joining Aberdeen, UK, where he became managing director of VOG UK.
Back in France, he became managing director at Serimax in 2016, then Director of the OCTG & Accessories Product Line starting from 2017.
Since April 1, 2020 Bertrand Frischmann has been appointed Senior Vice President North America, Member of the Executive Committee.
An engineer from the Ecole Nationale Supérieure Arts-et-Métiers with a specialization in materials, Jacky Massaglia began his career in research and development in France and then in the United States where he designed innovative products for offshore applications. He developed his knowledge of the Group’s various products and markets by holding various technical and commercial positions in the American, European and Middle Eastern markets. In 2014, he took over the management of R&D and Services for North America. He later joined the corporate strategy department where he managed the financial restructuring, after which he took over the commercial management of the Project Line Pipe business line.
After graduating from Skema Business School (formerly ESC Lille), Ludovic began his career in 1993 with the automotive supplier Delphi, where he held various positions in human resources, both operational and functional, in France and the United States.
He then joined the Valeo Group in 1999 to support a major acquisition and to deploy and optimize employee involvement processes, particularly in the US, Spain, and Germany. Ludovic Oster then took on operational Human Resources functions for divisions and branches, based in Spain and France, contributing to the improvement of their performance in a highly competitive international context.
In 2008, he joined the Norbert Dentressangle Group, where he became a member of the Board in 2014, as Director of Human Resources. In this position, Ludovic Oster supported the group’s strong international growth by strengthening and structuring the Human Resources function. Following the acquisition of Norbert Dentressangle by XPO Logistics in 2015, he contributed to change management by implementing transformation and organizational evolution processes, in line with the group’s ambitions.
Since August 2018, he has been Human Resources Director of the Elior Group where he contributed to the implementation of the group’s strategy, particularly through the alignment and commitment of teams, the development of human resources and organizational efficiency.
Damien Rebourg holds a post-graduate diploma (DESS) in political communications from the Department of Political Science / Sorbonne Paris. After starting his career in a communications agency, he held various strategic positions in major French and international industrial groups: Siemens, from 1999 to 2014, where he became Director of Communications anf Marketing-Communications for Southern and Western Europe; Bouygues Construction as Director of Communications; then Elior Group, where CEO Philippe Guillemot recruited him in 2019 as Director of Communications, Public Affairs and CSR, member of the Executive Committee. In 2022, he joins TotalEnergies as Vice-President, Communications and Brand.
From 2009 to 2022, Enrico Schiappacasse held various positions within the Prysmian Group: first Director, Group Strategy and M&A, for eight years, then VP Marketing, Product and Business Development, Energy, before taking the head of the Oil and Gas Business Unit as Vice President.
From 1999 to 2009, he served as Senior Manager for Value Partners, a leading strategic consulting firm in Italy.
He began his career in 1998 as Operations Manager for the Barilla Group.
Aged 48, Enrico holds a Master of Science in Mechanical Engineering from the University of Genoa and an EMBA from the SDA Bocconi School of Management in Milan.
After obtaining a PhD in Chemical Engineering from Chalmers University in Gothenburg, Ulrika forged a career in the energy transition.
She brought an entrepreneurial spirit and an in-depth understanding of the energy sector to lead the growth and development of new and large groups and young start-ups in the fields of offshore oil and gas, energy efficiency, digitalization, solar and battery storage.
Ulrika was previously with Shell, having joined their New Energies business in 2019 to lead efforts in the development of the company’s integrated energy strategy where she pioneered an agreement with Amazon for renewable energy to help Shell secure its bid for the Dutch HKN Offshore wind farm.
As VP Global Customer Solutions, Ulrika built a global cross-functional business unit to bring integrated power solutions to Shell’s global customers.
Prior to Shell, at Macquarie Group as VP Solar and Battery Storage, she established and grew a European business to drive investments in new energy technologies.
Board of Directors
Board of Directors
The Board of Directors determines the Group’s strategic direction and ensures its implementation.
Vallourec’s Group refers to the corporate governance Code for French listed companies published by AFEP and MEDEF.
The Board of Directors of Vallourec is comprised of 8 members including 42% of women and 71% of independent Board members. It also includes 1 observer.
Its decisions are made in light of the recommendations of 5 Board Committees:
• the Audit Committee,
• the Remuneration Committee,
• the Nomination and Governance Committee,
• the Strategic & Finance Committee and
• the Corporate Social Responsibility Committee.
Directors are elected for a four-year term (article 9 of the bylaws), in accordance with the recommendations of the AFEP-MEDEF corporate governance Code for French listed companies.
The Board’s composition reflects a diverse and complementary range of experience, nationalities and cultures, ensuring that the interests of all shareholders are taken into account.
Born on 6 May 1959 – French nationality
Chairman of the Board of Directors & Chief Executive Officer
Summary of main areas of expertise and experience
MBA from Harvard Business School
Graduate of the French engineering school, École des Mines de Nancy
Knight of the French National Order of Merit
2017-2022
Philippe Guillemot was CEO at Elior Group, one of the world’s leading operators in contract catering and support services with strong positions in 5 countries. He carried out in-depth work to put the Group on a sound financial footing, to provide it with a value-creating strategy and to build a robust organization, which proved decisive in the face of the context made extremely difficult by the Covid crisis
2013-2016
Chief Operating Officer at Alcatel-Lucent, where he drew up a business recovery and transformation plan and subsequently oversaw Alcatel-Lucent’s integration into Nokia
2010-2012
CEO and a Board member of Europcar
2004-2010
Chairman and CEO of Areva Transmission and Distribution (T&D)
2001-2003
Member of the Executive Committee at the automotive supplier Faurecia (recently renamed Forvia)
1998-2000
Member of the Executive Committee at the automotive supplier Valeo
1983-1989 and 1993-1998
Various positions at Michelin and member of the Executive Committee in 1996
Born on 8 September 1957 – French nationality
Vice-Chairman of the Board of Directors
Lead Independent Director
Chairman of the Remuneration Committee
Chairman of the Nomination and Governance Committee
Summary of main areas of expertise and experience
Former student at the École Centrale Paris (now CentraleSupélec), Sciences Po Paris, and a graduate in Economic Sciences from the Sorbonne
He began his career in 1982 at Vallourec, where he rose to hold various senior management positions in subsidiaries of the Group
CEO, then Chairman & CEO at GFI Aerospace, then at Faurecia as Director of the Exhaust Systems business line and member of the Executive Committee
Member of the Executive Committee at Pechiney, responsible for the Aluminum Processing sector, and Chairman of Pechiney Rhenalu (2002-2004)
CEO of the British automotive products manufacturer Wagon PLC, a company listed on the London Stock Exchange (2004-2007)
Chairman & CEO of FCI (2008-2011), the world’s fourth largest manufacturer of connectors with industrial sites in 20 countries
CEO of Constellium (2012-2017), a company listed on the New York Stock Exchange and a world leader in aluminum processing, with sales approaching €5 billion in 2020
Born on 16 October 1966 – French nationality
Independent Director
Chairwoman of the CSR Committee
Member of the Audit Committee
Member of the Strategic & Finance Committee
Summary of main areas of expertise and experience
Graduate of Sciences Po Bordeaux and holder of an MBA in Sourcing and Supply Chain Management from the M.A.I Institute of Purchasing Management
Sourcing Manager and Service Manager GE Medical Systems, medical imaging equipment sector (1989-2000)
Twenty years’ experience in the energy sector of which eight in Oil & Gas
European Sourcing Director GE Power Gas Turbines (2000-2003)
Upstream Sales Director GE Oil & Gas (2003-2008)
Sales VP Products Areva T&D (2008-2010)
Head of Services GE Energy (2010-2011), General Manager for Europe then Vice President of Sales of the Subsea Division of General Electric Oil & Gas (2011-2016)
Born on 23 March 1964 – Greek-American nationality
Independent Director
Chairwoman of the Audit Committee
Member of the Remuneration Committee
Member of the Nomination and Governance Committee
Member of the CSR Committee
Summary of main areas of expertise and experience
Ms. Minas is a graduate of Rice University, where she earned a Bachelor of Arts in Managerial Studies and a Master of Business Administration with a concentration in Finance and Accounting
She has previously served on the board of directors and audit committees of CNX Midstream Partners LP, Weatherford International plc, and Ciner Resources LP. Ms. Minas served as Vice President and Chief Financial Officer of DCP Midstream Partners. She served as Chief Financial Officer, Chief Accounting Officer and Treasurer of Constellation Energy Partners. She served as Senior Vice President, Global Consulting and Vice President, US Consulting for Science Applications International Corp. She was a Partner with Arthur Andersen LLP and also served as Partner leading North American Oil & Gas Consulting
Ms. Minas currently serves as a member of the Council of Overseers of the Rice University Graduate Business School and is an NACD (National Association of Corporate Directors) Leadership Fellow and Director for Westlake Chemical Partners
Main activities performed outside the company
Director for Westlake Chemical Partners and member of the Audit Committee
Born on 16 September 1959 – Chinese nationality
Independent Director
Member of the Audit Committee
Member of the CSR Committee
Summary of main areas of expertise and experience
Ms Siu holds an MBA degree and a Bachelor of Science in finance degree from the University of Nevada, Reno
She possesses more than 30 years of management experience, with a profound understanding of outcome-based solutions and emerging business models. Ms. Siu has held Greater China region leadership positions spearheading growth and transformation in international renowned companies such as Cisco, Pearson, SAP, Nokia, Computer Associates and Pacific Century Cyberworks (PCCW) / Hongkong Telecom
Ms. Siu spent 8 years working in the United States with Northern Telecom and Sierra Pacific Power Company before returning to China. She possesses a strong background in international business and has an in-depth understanding of the challenges customers and partners face in the region’s dynamic business environment
Reputed for her professional leadership and a constant aspiration to inspire, Ms. Siu was selected as one of the Annual Leaders of the Chinese Information Industry (2011,2012, 2018) and listed on the 50 Most Powerful Women, Fortune Global in 2011
Main activities performed outside the company
Co-founder of B&H Consulting Ltd, based in Beijing CHINA
Non-executive Director of Goodyear Tires & Rubber
Independent Director of AInnovation
Born on 11 February 1964 – Canadian nationality
Director
Chairman of the Strategic & Finance Committee
Member of the Audit Committee
Summary of main areas of expertise and experience
Graduate of the University of Western Ontario (MBA with Distinction in 1991) and the University of Toronto (Bachelor’s degree obtained in 1986)
Employed at RBC Dominion Securities (1986-1989), Salomon Brothers (1991-1992) and Lehman Brothers (1992-1997)
Managing Director in London for Goldman Sachs within the natural and industrial resources investment banking group from 1997 to 2005, where he was Global Head of Metals and Mining and Co-Head of the Global Chemicals division. He has a broad range of experience in M&A transactions and capital markets. He played a major role as a key advisor within Goldman Sachs’ private equity group (1997-2005)
He has served on the Board of Directors of Phoenix Services, Warrior Met Coal, Constellium, Monier and Noranda Aluminum
Senior partner at Apollo Management, based in New York, where he oversees investments in the Metals and Mining industry
Main activities performed outside of the company
Senior partner at Apollo Management, NY
Born on 10 February 1970 – Brazilian / Italian nationality
Summary of main areas of expertise and experience
- Degree in Mechanical Engineering from the Catholic University of Rio de Janeiro (PUC-RJ) (1991)
- Master of Business Administration from the Stern School of Business at New York University, with distinction (2001)
- Several Executive positions at the Brazilian Development Bank (1992-2003), including Head of Export Finance (2001-2003)
- Consultant at McKinsey & Company (2003-2005)
- Head of Capital Markets (2005-2006) and Executive Secretary for the President (2007) at the Brazilian Development Bank
- Board Member at Suzano Papel e Celulose (2005-2008) and Tele Norte Leste (2005-2008), Brazil´s largest Pulp and Paper and Telecom companies
- Group Head of Strategy at Vale S.A. (2008-2009, 2011-12)
- Group Head of Human Resources at Vale S.A (2009-2011)
- Group Chief Financial Officer (2012-2021) at Vale S.A.. Best Latin American CFO of Mining and Metals for nine consecutive years (2013-2021) by Institutional Investor Magazine
- Chairman of Brazilian logistics company VLI (2017-2023)
- Board Member of The Mosaic Company in the United States (2018-2022)
- Executive Vice President for Strategy and Business Transformation at Vale S.A. (2021-23)
Main positions and roles outside the Company
- Senior Advisor for Accenture – Natural Resources Group
- Director of companies
French nationality
Director representing employees
Summary of main areas of expertise and experience
Graduate engineer of École Catholique des Arts et Métiers de Lyon (1989)
Responsible of Laser processing cell in nuclear department at C.E.A. Bruyère le Chatel (1989-1990)
Responsible of information System and facilitator for Group Supply chain breakthrough at Michelin Clermont Ferrand (1990-1998)
Supply chain manager and supply chain project manager for Asia and Pacific based in Singapore at Michelin (1998-2001)
Joined Vallourec in 2001
Supply chain manager at Valti Montbard (2003-2007) and at Vallourec Précision Etirage (2001-2003)
Supply chain and Sourcing manager at Vam Drilling in Houston USA (2007-2011)
Global Sourcing manager in charge of Logistic services for the Group (2011-2016)
Project Director in charge of consumables and spare parts inventory reduction for the Group (2017-2019)
Sourcing director for Serimax (2019-2020)
Supply chain manager for Line Pipe Project division (2020-2022)
Senior project manager in Group Supply Chain department in charge of inventory reduction project since 2022
Main activities performed outside of the Company
None
Board Secretary
Sarah DIB, Group General Counsel of Vallourec
The Audit Committee
The Audit Committee reviews the quarterly results, the draft half-yearly and annual financial statements and assesses risk management and the internal control systems.
The Audit Committee is comprised of five members: Ms. Angela Minas (Chairwoman), Ms. Corine de Bilbao, Ms. Hera Siu, Mr. Gareth Turner and Mr. Luciano Siani Pires
The Remuneration Committee
The role of the Remuneration Committee is to prepare and facilitate the deliberations of the Board in respect of the issues relating to compensation of directors and Company Officers.
The Remuneration Committee is comprised of four members: Mr. Pierre Vareille (Chairman), Ms. Angela Minas, Ms. Hera Siu and Mr. Patrick Poulin (Director representing employees).
The Nomination and Governance Committee
The role of the Nomination and Governance Committee is to prepare and facilitate the deliberations of the Board in respect of the issues relating to the composition of the Board, the appointment of Company Officers and the governance of the Group.
The Nomination and Governance Committee is comprised of three members: Mr. Pierre Vareille (Chairman), Ms. Angela Minas and Ms. Hera Siu.
The Strategic & Finance Committee
The Strategic & Finance Committee reviews key subjects for the Group, issues recommendations on acquisitions, divestitures and partnership projects and studies all strategic matters of interest to the Group.
The Strategic & Finance Committee is comprised of three members: Mr. Gareth Turner (Chairman) Ms. Corine de Bilbao and Mr. Pierre Vareille.
The Corporate Social Responsibility (CSR) Committee
The CSR Committee’s mission is to ensure that the Group best anticipates the challenges, opportunities and extra-financial risks associated with its business in order to promote responsible and harmonious long-term value creation. It makes recommendations on the Group’s policy and achievements in this area.
The CSR Committee is comprised of four members: Ms. Corine de Bilbao (Chairwoman), Ms. Angela Minas, Ms. Hera Siu and Mr. Luciano Siani Pires.
Information relating to the compensation of corporate officers
Statutory Auditors
| KPMG SA | Deloitte & Associés |
| Represented by Ms Alexandra Saastamoinen | Represented by Ms Véronique Laurent |
| Tour Eqho - 2, avenue Gambetta 92066 Paris-La Défense Cedex | Tour Majunga - 6, place de la Pyramide 92908 Paris La Défense Cedex |
| Date of first mandate: 1st of June 2006 | Date of first mandate: 1st of June 2006 |
| Date of renewal: 25 of May 2018 | Date of renewal: 25 of May 2018 |
Articles of association
Articles of association
