CHARLES R.

ALEY
1212 Sixth Avenue, Beaver Falls, Pennsylvania 15010
Telephone: (216) 630-0030
E-mail: ca94c70a@westpost.net
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PROFILE
A seasoned leader with more than 20 years experience in the management of corpor
ations and their legal and ethical affairs. Measurable outcomes have included:
decreased legal expenses by 32%; achieved high Gallup Q-12 Survey Report Scores
of 4.41 on a 5.0 scale; and planned and implemented the cost-effective reorganiz
ation of the North American operations and legal entities. Strengths (actual an
d from Strengths Finder 2.0 Assessment) include: hard working, productive, respo
nsible, honest, loyal, consensus seeking and life learner.
EXPERIENCE AND ACHIEVEMENTS
FEBRUARY 1986 TO PRESENT: NOVELIS CORPORATION - CLEVELAND, OHIO
August 2009 to Present Consultant, Novelis Corporation - Cleveland, Ohio
- Served as a Consultant on particular legal issues as needed.
April 2005 to August 2009 Regional Counsel (North America), Corporate Secretary,
Tax Counsel, Novelis Corporation - Cleveland, Ohio; Member of the Board of Dir
ectors of Novelis Corporation, Novelis PAE Corporation, Eurofoil Inc. (USA), Nov
elis de Mexico, S.A. de C.V.
- Directed all legal matters in the United States, Canada, and Mexico for Noveli
s' North American operations.
- Managed legal affairs for corporations with over $3 billion in sales, with tot
al legal expenses independently benchmarked to be in the lowest quartile of manu
facturing companies.
- Restructured and reduced the Law Department's headcount by 20%. Recruited and
supervised robust in-house litigation function.
- Cut total legal expenses of North American operating subsidiaries by 32% with
no reduction in the quality of service.
- Achieved high Gallup Q-12 Survey Report scores of 4.41 on a 5.0 scale, exceedi
ng levels in Novelis North America and Novelis Worldwide by more than 15%, as we
ll as exceeding the Gallup 75th percentile. The report measures, among other it
ems, employee engagement, morale and overall satisfaction.
- Advised Personnel Department regarding background checks, drug screening, and
equal employment opportunity; drafted employment agreements and conducted invest
igations on behalf of management.
- Drafted the United States provisions of the SEC Form 10-K and 10-Q Disclosure
Statements for Novelis' North American operations.
April 2003 - April 2005 Corporate Secretary; Tax Counsel, Novelis Corporation -
Cleveland, Ohio
- Provided legal advice and service to applicable North American legal entities
on corporate governance matters as a corporate officer and member of the Board o
f Directors of Alcan Aluminum Corporation and the other Alcan subsidiaries and a
ffiliates in the United States.
- Worked directly, both during and between Board and committee meetings, with me
mbers of the Board of Directors for all legal entities in North America.
- Planned and scheduled all Board and committee meetings; prepared and distribut
ed required materials for Board and committee usage.
- Ensured proper recording of all Board minutes and corporate records.

EXPERIENCE AND ACHIEVEMENTS (CONT.)

February 1986 to April 2003 Tax Counsel, Alcan Aluminum Corporation - Cleveland
, Ohio
- Finance: Negotiated and advised regarding: private placements, revolving cred
it agreements, letters of credit, inventory financing, bankruptcy, loan and debt
documents, and commercial paper.
- Provided advice and service for Company financing structures and participated
in the financial and economic development of Alcan Aluminum Corporation and Alc
an Group
- Taxation: Provided effective federal and international tax counseling and serv
ice to middle and senior management of Alcan Aluminum Corporation and Alcan Grou
p companies
- Acquisitions: Participated with management in planning corporate activities an
d in structuring strategic acquisitions and divestitures for Alcan Aluminum Corp
oration and Alcan Group companies worldwide - for example the 2001 acquisition o
f the global Algroup group of companies headquartered in Switzerland and the 200
3 acquisition of the global Pechiney aluminum and packaging companies headquarte
red in France.
- Corporate Planning: Reviewed proposed corporate transactions, reviewed managem
ent changes to ensure that personnel with cross-border management responsibiliti
es were employed by the appropriate entity, reviewed proposed corporate transact
ions to ensure conformation with the Company's cross-border policies, prepared a
greements between Alcan Aluminum Corporation and related and unrelated foreign e
ntities, reviewed proposed corporate incentive and benefit plan changes, develop
ed arguments against proposed federal audit adjustments to minimize tax costs.
- Securities: Registered a commercial paper offering in fifty states, drafted a
nd filed proxy statements with the Securities and Exchange Commission, and analy
zed securities issues regarding the Securities Acts of 1933 and 1934. Drafted th
e United States tax-related provisions of the SEC Annual Disclosure Statements f
or the Alcan Executive Share Option Plan, the Alcan Common Share Purchase Plan,
and the Alcan Dividend Reinvestment Plan.
- Private Placements: Reviewed and negotiated asset-based financings and debt o
fferings.
- International: Provided legal advice and service to the Asia Business Group fo
r personnel and financing structures and arrangements.
- Public Relations: Provided legal drafting advice and assistance and review of
proposed copy for Company announcements and public news releases.
- Real Estate: Reviewed office leases; drafted and reviewed agreements for the
purchase and sale of property.
- Customs: Provided tax and legal advice and service on U.S. Customs issues.
JANUARY 1983 TO FEBRUARY 1986 EDWARD J. DEBARTOLO CORPORATION, YOUNGSTOWN, OHIO
Tax Attorney
- Provided effective tax counsel and structuring advice to management regard
ing the acquisition, operation, and disposition of businesses in over 100 legal
entities.
MAY 1981 TO JANUARY 1983 ARTHUR YOUNG & COMPANY, PITTSBURGH, PENNSYLVANIA
Tax Attorney
- Monitored U.S. tax legislation and journals describing changes in foreign ta
x legislation, advised of important trends, and made recommendations
EDUCATION
1978-1981 University of Pittsburgh School of Law, Pittsburgh, Pennsylvania - JD
1974-1978 Geneva College, Beaver Falls, Pennsylvania - BA (Major in Economics);
BSBA (Majors in Accounting, Data Processing, and Business Administration
); BS (Major in Information Systems)
ADMISSIONS
1986 Registration, State Bar of Ohio
1981 Member, State Bar of Pennsylvania