Governance
Board Governance
CMC’s Corporate Governance Guidelines provide a comprehensive framework for our governance structure and policies. The guidelines are based on best practices and meet or exceed the standards and requirements of the New York Stock Exchange and the U.S. Securities and Exchange Commission (SEC).
The goal of our governance policies and practices is to foster accountability and transparency, starting at the top with our Board of Directors (Board). The Board is responsible for oversight of CMC’s business and operations conducted by our employees and management, along with business strategies to enhance the long-term value of the company. The Board’s governance policies and practices include:
a majority of independent directors (with eight out of nine directors independent as of September 1, 2025);
appointment of an independent Chairman of the Board;
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 has a longstanding commitment to having a diverse group of directors with a variety of backgrounds and experiences, which allows them to provide unique thoughts and perspectives. Our Corporate Governance Guidelines do not include a formal diversity policy for the Board; however, the Nominating and Corporate Governance Committee does aim to have a diverse set of perspectives on the Board including a variety of personal and professional backgrounds when identifying qualified candidates. As of September 1, 2025, 56% of CMC’s directors are ethnically/racially diverse or women.
The Board also recognizes the importance of proactive Board refreshment to ensure that new ideas and viewpoints are being considered. As of September 1, 2025, five new directors, representing 56% of the total, have joined the Board since 2021.
Oversight of Sustainability
Our Board is responsible for oversight of sustainability issues, which is discussed in the section on Management of Sustainability. As part of this oversight, which includes reviewing our sustainability strategy and goals related to environmental performance, the Board receives sustainability updates at least annually from the vice president of strategy, government affairs and sustainability.
Board Committees
CMC’s Board has four standing committees, which are required to be comprised entirely of independent directors. All Board committees have written charters outlining their responsibilities, which are posted on our website.
Audit
Responsible for oversight of financial reporting and accounting functions and compliance with legal and regulatory requirements. The Audit Committee also oversees risk management of issues including business interruption and cybersecurity.
Compensation
Responsible for reviewing and approving compensation philosophy and policies for executive management, including incentive plans.
Finance
Provides oversight of liquidity and balance sheet management, finance policies and capital allocation strategies including capital investments and capital distributions, including CMC’s dividend policy.
Nominating and Corporate Governance
Responsible for reviewing and making recommendations on the Corporate Governance Guidelines and for oversight of the annual self-evaluations of the Board and its committees. The Nominating and Corporate Governance Committee also identifies and recommends qualified candidates for Board nomination, based on criteria approved by the Board.
