ST’s parent company, STMicroelectronics NV, is registered in the Netherlands and is listed on the New York Stock Exchange (NYSE), Euronext Paris, and Borsa Italiana.
Our headquarters and operational offices are managed through our wholly-owned subsidiary, STMicroelectronics International NV, located in Plan-les-Ouates, near Geneva, Switzerland. Our operations are also conducted through our various subsidiaries, which are organized and operated according to the laws of their countries of incorporation and consolidated by STMicroelectronics NV. l 102-5 l 102-45 l
We have a two-tier governance structure, in accordance with Dutch law, where our management is entrusted to our Managing Board under the supervision of our Supervisory Board.
Our corporate governance policies and practices are outlined in our Corporate Governance Charter, Supervisory Board Charter and Managing Board & Executive Committee Charter. These are available in the corporate governance section of our website (see investors.st.com).
Our Supervisory Board supervises the policies pursued by the Managing Board and the general course of affairs and business of ST, and supports the Managing Board with its advice. l 102-18 l
average attendance rate at our Supervisory Board meetings
Our Supervisory Board comprises nine members (four women and five men), each appointed at our Annual General Meeting of Shareholders. Supervisory Board members are carefully selected in accordance with the Supervisory Board Charter and Profile, which are available in the corporate governance section of our website (see investors.st.com).
Our Supervisory Board is assisted in its duties by four standing committees. These are independent of the Managing Board and senior management.
- Audit Committee
- Strategic Committee
- Compensation Committee
- Nominating and Corporate Governance Committee
Our Supervisory Board met 10 times in 2019, with an average attendance rate of 91%. Full details of attendance at meetings of the Supervisory Board and its committees are shown in our annual report on Form 20-F, and in our statutory annual report, both of which are available on our website (see investors.st.com).
Since May 2018, our President and CEO, Jean-Marc Chery, has been the sole member of our Managing Board. Following the proposal of our President and CEO, an Executive Committee was established on May 31, 2018 which acts under the authority and responsibility of the Managing Board, and in this respect manages the Company. Jean-Marc Chery is also the Chairman of our Executive Committee.
As of December 31, 2019, the other members of the Executive Committee are:
- Orio Bellezza, President, Technology, Manufacturing and Quality
- Marco Cassis, President, Sales, Marketing, Communications and Strategy Development
- Claude Dardanne, President, Microcontrollers and Digital ICs Group
- Lorenzo Grandi, President, Finance, Infrastructure and Services, and Chief Financial Officer
- Marco Monti, President, Automotive and Discrete Group
- Steven Rose, President, Legal Counsel
- Benedetto Vigna, President, Analog, MEMS and Sensors Group.
Their biographies can be found in the ‘About ST’ section of our website (see www.st.com).
Corporate Audit is strictly independent from corporate and local management. Its primary objective is to enhance and protect organizational value by providing risk-based and objective assurance, advice, and insight.
Our Chief Audit and Risk Executive, Franck Freymond, is head of Corporate Audit. He reports directly to the Audit Committee of our Supervisory Board and attends quarterly meetings with the Audit Committee and executive management.
The current functional reporting line and practices ensure he has the appropriate level of organizational independence and unrestricted access to executive management and the Supervisory Board.
The internal audit process is based on a formal and structured audit methodology, which ensures a risk-based approach. Corporate Audit activities are coordinated with other risk assurance functions within the Company, allowing an effective risk coverage.
Corporate Audit performs its activities in accordance with the International Standards for the Professional Practice of Internal Auditing, published by the Institute of Internal Auditors.
Overall responsibility for sustainability lies with our President, Human Resources and Corporate Social Responsibility, who chairs our Sustainability Council and updates our President and CEO at quarterly Executive Committee meetings.
comprises 12 Vice Presidents
Our Sustainability Council validates our sustainability strategy and ensures the means are in place for each organization and site to deploy the corporate programs. The Council comprises 12 Vice Presidents, representing Human Resources, Compliance and Ethics, Sales and Marketing, Purchasing, Investor Relations, Front- and Back-end Manufacturing, Product Groups, Communications and Quality.
The Corporate Sustainability department is responsible for developing our sustainability strategy and programs. It is supported by a network of over 100 local Sustainability Champions who manage the programs and monitor our performance across all sites and organizations. l 102-18 l
ST has been a signatory to the Global Compact since 2000 and a member of the Responsible Business Alliance since 2005. l 102-13 l