Governance
Our corporate governance structure and policies reflect best practice, promoting a consistent, ethical business culture.
44%
women on the Supervisory Board
12
Supervisory Board meetings
100+
Sustainability Champions
ST has a longstanding commitment to operating in line with best practice corporate governance principles. We have adopted policies that consider the interests of our stakeholders and cover important issues, such as business ethics and conflicts of interest. Our corporate governance statement and policy objectives support our efforts to foster an ethical business culture that is consistent throughout the organization.
Corporate governance structure
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, Geneva, Switzerland. Our operations are also conducted through our various subsidiaries. These are organized and operated according to the laws of their respective countries of incorporation and consolidated by STMicroelectronics NV.
We have a two-tier governance structure, in accordance with Dutch law. 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 charters are available in the corporate governance section of our website (see investors.st.com). 2-1
Supervisory Board
Our Supervisory Board is responsible for supervising the policies pursued by our Managing Board and supporting the Managing Board with its advice. It also oversees the Managing Board’s implementation of long‐term value creation and the general course of affairs and business at ST.
5
standing committees
Our Supervisory Board is a separate and independent body that comprises nine non-executive members (four women and five men), each appointed at our Annual General Meeting of Shareholders. Members are carefully selected in accordance with our Supervisory Board Charter, the Profile of the Supervisory Board, and the Diversity Policy adopted by our Supervisory Board. Skills, expertise, and soundness of judgment are among the competencies required from members of our Supervisory Board. The composition of the Supervisory Board also aims to be diverse in terms of characteristics such as nationality, experience, background, gender, and age. Further information can be found in the corporate governance section of our website (see investors.st.com).
The 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
- Nominating and Corporate Governance Committee
- Sustainability Committee
Our Supervisory Board met 12 times in 2023, 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. 2-9
Managing Board
Our President and CEO, Jean-Marc Chery, is the sole member of our Managing Board, and as such is entrusted with our general management. Jean-Marc Chery also chairs our Executive Committee. The Executive Committee acts under the authority and responsibility of the Managing Board, and in this respect manages the Company. The Managing Board remains legally responsible for the management of the Company.
The other members of the Executive Committee are:
- Marco Cassis, President, Analog, Power and Discrete, 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, Digital ICs and RF products Group
- Lorenzo Grandi, President, Finance, Purchasing, ERM and Resilience, Chief Financial Officer
- Fabio Gualandris, President, Quality, Manufacturing and Technology
- Steven Rose, President, Legal Counsel and Public Affairs
- Jerome Roux, President, Sales and Marketing
Their biographies can be found in the ‘About ST’ section of our website (see www.st.com). 2-9
Corporate Audit
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 senior management.
Independent audit
function
Current functional reporting lines and practices ensure he has the appropriate level of organizational independence and unrestricted access to senior 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.
Sustainability governance
Sustainability is central to ST’s business model and is a key consideration at all levels of the organization.
ST Sustainability Governance
Supervisory Board
Sustainability Committee
The Managing Board is responsible for directing our sustainability roadmap, and the Supervisory Board is responsible for overseeing it, considering both risk and opportunity.
The Executive Committee holds quarterly meetings attended by our President and CEO, Presidents, and Executive Vice Presidents to review sustainability performance and targets. 2-12
Since 2022, our Sustainability Committee has supported and advised the Supervisory Board on sustainability strategy, targets, and performance.
The responsibilities of the Sustainability Committee include:
- monitoring and advising on sustainability policies and practices, including, but not limited to, social and environmental issues
- monitoring and assessing sustainability developments and emerging trends in the semiconductor industry
- reviewing stakeholder feedback relating to sustainability
- monitoring the sustainability performance of the Company
- reviewing and advising on the Company’s sustainability report
- monitoring and advising on the Company’s sustainability strategy, targets, goals, and overall sustainability performance
- monitoring alignment between our corporate strategy and sustainability strategy
In 2023, the Sustainability Committee met four times. These meetings focused on reviewing the pillars of our sustainability strategy and assessing future considerations for sustainable progress. In addition to the regular agenda, there were expert-led sessions on key focus areas, such as reporting, climate change, environment, product stewardship, responsible supply chain, health and safety, labor and human rights, and diversity, equity, and inclusion.
Our executive Sustainability Council, composed of Company Vice Presidents and their delegates, helps validate strategy and maintain alignment, as well as ensuring the means are in place to deploy the relevant corporate programs. The Sustainability Council further ensures the sustainability concerns of our key stakeholders are addressed, including employees, customers, investors, regulators, communities, and partners.
The Corporate Sustainability department is responsible for developing our sustainability strategy and programs. It is supported by a network of over 100 Sustainability Champions who manage the programs and monitor our performance across all our sites and organizations.
In 2023, Organization Sustainability Champions were nominated to further embed ST’s sustainability strategy into all groups and divisions of the Company. In addition, each site has a Site Sustainability Champion, and our major sites have a dedicated local sustainability committee responsible for overseeing its site sustainability roadmap.
ST has been a signatory of the United Nations Global Compact since 2000 and a member of the Responsible Business Alliance since 2005. 2-122-132-14