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, Milan.
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. These are organized and operated according to the laws of their countries of incorporation and consolidated by STMicroelectronics NV. I 102-5 I 102-45 I
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 and 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. It also supports the Managing Board with its advice. I 102-18 I
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 five standing committees. These are independent from the Managing Board and senior management:
- Audit Committee
- Strategic Committee
- Compensation Committee
- Nomination and Corporate Governance Committee
- Sustainability Committee (established in 2022)
women on our Supervisory Board
Our Supervisory Board met 11 times in 2021, with an average attendance rate of 87%. 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).
Janet G. Davidson
Member of ST Supervisory Board
Chair of the Sustainability Committee
ST designs, manufactures, and delivers products in a way that not only considers the needs of future generations in terms of the environment and quality of life, but that also enables people to thrive and flourish in a smarter, greener and safer society.”
Our President and CEO, Jean-Marc Chery, is the sole member of our Managing Board. An Executive Committee acts under the authority and responsibility of the Managing Board, and in this respect manages the Company. Jean-Marc Chery also chairs our Executive Committee.
The other members of the Executive Committee are (as of January 1, 2022):
- Orio Bellezza, President, Technology, Manufacturing, Quality and Supply Chain
- Marco Cassis, President, Analog, MEMS and Sensors Group, Head of STMicroelectronics' Strategy, System Research and Applications, Innovation Office
- Rajita D’Souza, President, Human Resources and Corporate Social Responsibility
- Remi El-Ouazzane, President, Microcontrollers and Digital ICs Group
- Lorenzo Grandi, President, Finance, Purchasing, ERM and Resilience, Chief Financial Officer
- Marco Monti, President, Automotive and Discrete Group
- Steven Rose, President, Legal Counsel
- Jerome Roux, President, Sales and Marketing
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.
Franck Freymond, Executive Vice President, Chief Audit and Risk Executive, is the 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.
Current functional reporting lines 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 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.
Our President and CEO regularly updates our Supervisory Board on our sustainability roadmap, risks and opportunities, including climate-related risks, as well as our sustainability strategy and performance.
At the end of 2021, our Supervisory Board decided to create a dedicated Sustainability Committee (see investors.st.com) to support and advise on its responsibilities regarding sustainability. The committee has five members and will be operational in 2022.
Responsibility for sustainability lies with Rajita D’Souza, President, Human Resources and Corporate Social Responsibility, who chairs our Executive Sustainability Council. Strategic sustainability updates and performance are reviewed by our President and CEO at quarterly Executive Committee meetings.
comprising 14 Vice Presidents
Our Executive Sustainability Council validates our sustainability strategy and ensures the means are in place for each organization and site to deploy the relevant corporate programs. The Council comprises 14 Vice Presidents, representing Human Resources and Sustainability; Compliance, Ethics and Privacy; Sales and Marketing; Purchasing; Investor Relations; Front- and Back-end Manufacturing; Product Groups; Risk Management; Internal and External 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. I 102-18 I
ST has been a signatory to the United Nations Global Compact since 2000 and a member of the Responsible Business Alliance since 2005. I 102-13 I