Governance

   

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Corporate Governance

Board of Directors

Leadership Team

Committee Composition

Chairperson Member Financial Expert Lead Director
Audit Committee Compensation Committee Executive Committee Nominating/Corporate Governance Committee Technology Committee
James A. McCaslin
John F. Smith
Herbert K. Parker
Sandra E. Pierce
Samuel Valenti III
William P. Miller II
William L. Kozyra
Peter D. Lyons
David C. Dauch
Aleksandra A. Miziolek
Beth A. Chappell

Corporate Governance

The following guidelines were adopted by the Board of Directors of American Axle & Manufacturing Holdings, Inc. (AAM or Company) and, along with the charters and practices of the Board and its committees, provide the framework for the corporate governance of AAM.  These Guidelines are subject to change as the AAM Board of Directors (Board) may find necessary or advisable.  These Guidelines are available to stockholders without charge, upon request.

Corporate Governance Guidelines

What's New:

Committee Charters

File Name

Size

Audit Committee Charter

169.22 KB

Compensation Committee Charter

89.55 KB

Nominating Committee Charter

188.89 KB

Technology Committee Charter

169.78 KB

Governance Documents

File Name

Size

AAM By-Laws

230.74 KB

AAM Code of Business Conduct

7.78 MB

Code of Ethics for CEO, CFO and Other Senior Financial Executives

45.12 KB

Corporate Governance Guidelines

144.61 KB
AMERICAN AXLE & MANUFACTURING

One Dauch Drive
Detroit, MI 48211-1198

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Forward-Looking Statement

On this website and elsewhere in attached materials, we make statements concerning our expectations, beliefs, plans, objectives, goals, strategies, and future events or performance.  Such statements are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 and relate to trends and events that may affect our future financial position and operating results.  The terms such as “will,” “may,” “could,” “would,” “plan,” “believe,” “expect,” “anticipate,” “intend,” “project,” "target," and similar words or expressions, as well as statements in future tense, are intended to identify forward-looking statements.

Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future events and are subject to risks and may differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to:

  • reduced purchases of our products by General Motors Company (GM), FCA US LLC (FCA), or other customers;
  • reduced demand for our customers' products (particularly light trucks and sport utility vehicles (SUVs) produced by GM and FCA);
  • our ability to develop and produce new products that reflect market demand;
  • lower-than-anticipated market acceptance of new or existing products;
  • our ability to respond to changes in technology, increased competition or pricing pressures;
  • our ability to attract new customers and programs for new products;
  • our ability to consummate and integrate acquisitions and joint ventures;
  • risks inherent in our international operations (including adverse changes in trade agreements, tariffs, immigration policies, political stability, taxes and other law changes, potential disruptions of production and supply, and currency rate fluctuations, including those resulting from the recent United States presidential election and the United Kingdom's vote to exit the European Union);
  • negative or unexpected tax consequences;
  • liabilities arising from warranty claims, product recall or field actions, product liability and legal proceedings to which we are or may become a party, or the impact of product recall or field actions on our customers;
  • our ability to achieve the level of cost reductions required to sustain global cost competitiveness;
  • supply shortages or price increases in raw materials, utilities or other operating supplies for us or our customers as a result of natural disasters or otherwise;
  • our ability or our customers' and suppliers' ability to successfully launch new product programs on a timely basis;
  • our ability to realize the expected revenues from our new and incremental business backlog;
  • risks related to a failure of our information technology systems and networks, and risks associated with current and emerging technology threats and damage from computer viruses, unauthorized access, cyber attack and other similar disruptions;
  • global economic conditions;
  • our ability to maintain satisfactory labor relations and avoid work stoppages;
  • our suppliers', our customers' and their suppliers' ability to maintain satisfactory labor relations and avoid work stoppages;
  • price volatility in, or reduced availability of, fuel;
  • our ability to protect our intellectual property and successfully defend against assertions made against us;
  • our ability to attract and retain key associates;
  • availability of financing for working capital, capital expenditures, research and development (R&D) or other general corporate purposes including acquisitions, as well as our ability to comply with financial covenants;
  • our customers' and suppliers' availability of financing for working capital, capital expenditures, R&D or other general corporate purposes;
  • changes in liabilities arising from pension and other postretirement benefit obligations;
  • risks of noncompliance with environmental laws and regulations or risks of environmental issues that could result in unforeseen costs at our facilities;
  • adverse changes in laws, government regulations or market conditions affecting our products or our customers' products (such as the Corporate Average Fuel Economy (CAFE) regulations);
  • our ability or our customers' and suppliers' ability to comply with the Dodd-Frank Act and other regulatory requirements and the potential costs of such compliance;  and
  • other unanticipated events and conditions that may hinder our ability to compete.
It is not possible to foresee or identify all such factors and we make no commitment to update any forward-looking statement or to disclose any facts, events or circumstances after the date hereof that may affect the accuracy of any forward-looking statement.