Corporate Governance

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
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

Code of Business Conduct

David C. Dauch
Chairman of the Board & CEO

Since 1994, when Richard E. Dauch co-founded our company, AAM has acted on the belief that doing what is right sets the foundation for long-term success. This legacy allowed us to quickly and profitably grow into the worldwide company that we are today and is vital to our continued success.

Delivering Power is what we stand for and what we believe. It is through our cultural values and strategic principles that AAM Delivers Power. Every associate is accountable for understanding these values and principles, as well as our compliance policies, which together make up our Code of Business Conduct.

This Code is intended to give our associates guidance, but it is only a starting point. If our associates are ever uncertain of the right course, they are able to speak to their manager, AAM’s General Counsel or contact the AAM Business Ethics Line. Our culture is built on teamwork so our associates should never feel alone when facing an ethical dilemma.

At AAM, Integrity- the Power of Doing What Is Right–is paramount. I would much prefer that the more difficult right is chosen than the easier wrong. Doing what is right is not always the easiest choice, nor the most popular, but it is the AAM way, and it is how we Deliver Power.

Please review the contents of AAM’s Code and think about how it applies to your work. Please also consider the important role your actions play in upholding AAM’s reputation of integrity, quality and excellence.


David C. Dauch
Chairman of the Board & CEO

Committee Charters

File Name


Audit Committee Charter

142.98 KB

Compensation Committee Charter

89.55 KB

Nominating Committee Charter

74.42 KB

Governance Documents

File Name


AAM By-Laws

230.74 KB

AAM Code of Business Conduct

4.44 MB

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

45.12 KB

Corporate Governance Guidelines

144.61 KB