Governance
CMC’s corporate governance policies and structure are defined in our Corporate Governance Guidelines, which are based on best practices and meet or exceed the standards and requirements of the New York Stock Exchange and the SEC.
Board Governance
Our commitment to ethics and integrity starts at the top with our Board of Directors, which is responsible for oversight of CMC’s business and the day-to-day operations conducted by its employees and management, and our ongoing strategy to enhance the long-term value of the company. The Board’s governance policies and practices include appointment of an independent Chairman of the Board; having a majority of independent directors (with 8 out of 9 directors independent as of September 1, 2024); appointment of a Lead Director if the Chairman of the Board is not independent (our Chairman of the Board is independent as of September 1, 2024); regular executive sessions of independent directors; annual evaluations of the Board and its committees; and limits on the number of other boards our directors and CEO may serve on.
CMC’s Board recognizes the importance of having a diverse group of directors that bring a variety of backgrounds and experiences, enabling them to provide unique thoughts and viewpoints to the company. While our Board does not maintain a formal diversity policy, the Nominating and Corporate Governance Committee considers gender, race, ethnicity, sexual orientation, identity, age and other diversity criteria in identifying qualified director candidates. As of September 1, 2024, 56% of CMC’s directors are ethnically/racially diverse or women.
Oversight of Sustainability
Our Board is responsible for oversight of sustainability issues, including reviewing and approving CMC’s sustainability strategy and goals related to environmental performance. This oversight, which is discussed in the section on Management of Sustainability, includes receiving sustainability updates at least annually from the vice president of strategy, government affairs and sustainability.
Board Committees
Our Board has four standing committees, which must be comprised entirely of independent directors. The Board committees all have written charters outlining their responsibilities, which are posted on our website.
Audit
Oversees financial accounting and reporting functions and compliance with legal and regulatory requirements. The Audit Committee also has oversight of risk management for issues including business interruption and cybersecurity.
Compensation
Responsible for reviewing and approving compensation philosophy and policies for executive management, including incentive plans.
Finance
Oversees balance sheet management and liquidity, finance policies and capital allocation strategies including capital investments and inorganic growth (up to specified limits) and capital distributions.
Nominating and Corporate Governance
Responsible for reviewing and making recommendations on the company’s Corporate Governance Guidelines, and oversight of self-evaluation of the Board and its committees. The Nominating and Corporate Governance Committee also identifies and recommends to the Board qualified candidates for Board nomination, based on criteria approved by the Board.
