Case Study:

Board architecture at Arcelor Mittal The merger of steel makers Arcelor and Mittal in 2006 produced the world's largest steel company, with 330,000 employees and forecast earnings of $15.6 billion. Arcelor had fought a long defensive battle against the hostile takeover, valued at around $35 billion. Arcelor was incorporated in Luxembourg and had adopted European governance architecture, with a supervisory board, including employee representatives, and a management board. Mittal was a family company with a tradition of growth through acquisition, in which the founding family still played the dominant role. Arcelor had criticised Mittal for its inadequate controls, because it had many Mittal family members and few independent directors on its board. In the merged Arcelor Mittal company, the Mittal family retained 43.5% of the voting equity. The new board was 18 strong, with chairman Joseph Kinsch, who was previously chairman of Arcelor, president Lakshmi Mittal, nine independent directors, plus employee representative directors and nominee directors to reflect the interests of significant shareholders. The General Management Board was chaired by the CEO Roland Junck, with the son of Lakshmi Mittal, Aditya Mittal as CFO.

Questions

1. Assess the post-merger board structure and discuss the pros and cons before reading the Financial Times article.

2. Since the Mittal family retain 43.5% of the voting equity can an institutional investor make a significant contribution to the governance of the company?