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Board of Directors

Portuguese translation

RHI Magnesita N.V. has a one-tier board structure with a Board consisting of both executive directors and non-executive directors (including employee representatives). The Board is collectively responsible for and has the power to conduct the general affairs of the company.

Board Profile

The Board has established four committees: the Audit and Compliance Committee, the Corporate Sustainability Committee, the Remuneration Committee and the Nomination Committee to ensure a strong governance framework for decision-making.

The Remuneration Committee Report, including information on the implementation of the policy, the Directors’ Remuneration Policy, including details on the Executive Directors’ service contracts, as well as the Annual Report on Remuneration can be found within the Annual Report which is available in the Investors / Results & Presentations section of this website.

Executive Directors

Stefan Borgas, CEO

Born in 1964. A German national, Chief Executive Officer of the Company with effect from October 2017.

Stefan was CEO at RHI AG from December 2016 until October 2017. Prior to that, he was president and CEO at Israel Chemicals Ltd and between 2004 and 2012, he was CEO at Lonza Group. In his early career, he worked at BASF Group, where he held various management positions. Stefan was elected as President of the World Refractories Association for a two-year term in January 2018.

Stefan has a business administration degree from the University Saarbrücken and an MBA from the University of St. Gallen-HSG.

External appointments: Non-Executive Director of SCR-Sibelco (to 25 September 2020), Chairman of AFRYEN SAS (from 9 October) and owner of SB Industry LLC.

Role of the Chief Executive Officer

Ian Botha, CFO

Ian has enjoyed a highly successful career with FTSE listed Anglo American plc in the related mining and metals industry for over 20 years. Whilst there, he held a variety of international executive roles including as Group Financial Controller and divisional Chief Financial Officer, and most recently as Finance Director of listed Anglo American Platinum. Ian has significant experience in finance and accounting, investor relations, strategy, M&A and governance, as well as excellent business acumen and a track record in financial and performance improvements.

Ian holds a Bachelor’s degree in Commerce from the University of Cape Town and is a chartered accountant.

External appointments: none

Non-Independent Non-Executive Directors

Herbert Cordt, Chairman of the Company and Chair Nomination Committee

Born in 1947. An Austrian national, Chairman of the Company with effect from October 2017.

Herbert was Chairman of the Supervisory Board of RHI AG from 2010 until 2017, as well as Vice-Chairman from 2007 to 2010. He is Managing Partner at Cordt & Partner GmbH, his international boutique corporate finance consultancy, which advises clients on corporate finance matters, and for a time was a member of the cabinet of the Austrian Federal Finance Minister. In the course of his career he has held a variety of senior executive and managing director positions in telecommunications and financial institutions in European firms, providing a wide range of business acumen and international experience.

Herbert obtained a Doctorate in Law from University of Vienna, graduated from the Diplomatic Academy of Vienna and received a Master’s of Science in Foreign Service from Georgetown University Washington D.C.  

External appointments: Watermill Group Boston (Advisor), Cooper & Turner Group (Advisory Board Member), Quality Metalcraft / Experi-Metal, Inc. (Advisory Board Member), CORDT & PARTNER Management und Finanzierungsconsulting GesmbH (Managing Partner), Georgetown University, School of Foreign Service, MSFS Program (Advisory Board Member).

Role of the chairman

David A. Schlaff

David was a member of the Supervisory Board at RHI AG from 2010 until 2017. Currently Chief Investment Officer and joint Managing Director at M-Tel, he has key management and supervisory experience in international financial and manufacturing institutions. He has undertaken roles at LH Financial Services Corporation and Forstmann-Leff Associates Inc, and he has held advisory and supervisory board positions at Latrobe Specialty Steel Company and A/S Ventspils Nafta.

David holds a Bachelor’s degree in Business Administration from the Interdisciplinary Center Herzliya in Israel.  

External appointments: M-Tel Holding GmbH (Chief Investment Officer and Joint Managing Director).

Stanislaus Prinz zu Sayn-Wittgenstein

Born in 1965. A German national, Non-Executive Director of the Company with effect from October 2017.

Stanislaus was a member of the Supervisory Board of RHI AG between 2001 and 2017. He has been a member of Supervisory Boards for several ‘Stadtwerke’ (municipality owned utilities) and Didier Werke AG as well as undertaking senior executive roles, including CEO and Chief Financial Officer, in the energy industry, and numerous management roles within the EON group. He has also been a Director in the Investment Banking Division, Deutsche Bank AG. He has deployed industrial knowledge combined with financial detail throughout his career.

Stanislaus holds a Sloan Fellows Master’s in Business Administration from MIT Sloan School of Management and studied Business Administration and Economics at Université de Fribourg. He is a Chartered Financial Analyst (CFA).

External appointments: Endurance Capital AG (Supervisory Board member), Cognostics AG (Supervisory Board member) and STUV Steinbach & Vollmann Holding GmbH (CEO)

Independent Non-Executive Directors

John Ramsay, Deputy Chairman and Senior Independent Director (1), (2)

Born in 1957. A British national, Deputy Chairman and Senior Independent Director of the Company with effect from October 2020. Non-Executive Director of the Company with effect from October 2017.

John has held senior financial executive roles across the world, including serving as Chief Financial Officer of Syngenta AG, as well as being their Interim CEO for a period. John started with Syngenta AG as Group Financial Controller in 2000 and prior to that was Finance Head of Asia Pacific for Zeneca Agrochemicals. Earlier in his career he was a Financial Controller of ICI Malaysia and regional controller for Latin America. He started his career working in audit and tax at KPMG and his knowledge in accounting and finance provides valuable practical experience.

John is a Chartered Accountant and also holds an Honours Degree in Accounting.

External appointments: Koninklijke DSM N.V. (Supervisory Board Member), G4S plc (Non-Executive Director, Chair of Audit), and Croda plc (Non-Executive Director, Chair of Audit)

Role of the Deputy Chairman and Senior Independent Director

Celia Baxter, Chair Remuneration Committee (1), (2)

Born in 1958. A British national, Non-Executive Director of the Company with effect from October 2017.

Celia was Director of Group Human Resources for Bunzl plc for 13 years. Prior to that she served as Head of Human Resources of Enterprise Oil plc, having been Director of Group Human Resources at Tate & Lyle plc. She started her professional career at the Ford Motor Company where she held several management positions and went on to provide consulting services in Human Resources at KPMG. She now holds a number of non-executive positions which deploy her detailed understanding of international businesses, human resources, remuneration, sustainability and related matters.

Celia holds a PhD and BSc in Botany from the University of Reading.

External appointments: HR Tech LLP (Partner), and Senior plc (Senior Independent Director, Chair of Remuneration) and DS Smith plc (Non-Executive Director, Chair of Remuneration).

Andrew Hosty (1), (2)

Born in 1965. A British national, Non-Executive Director of the Company with effect from October 2017.

Andrew is an international business leader with over 15 years of non-executive board experience and 30 years of executive and management experience. Throughout his career he has held a number of senior executive roles primarily in specialist materials manufacturing, including Chief Executive of the Sir Henry Royce Institute for Advanced Materials and Chief Operating Officer at Morgan Advanced Materials plc. At the latter company he held a number of senior positions, including CEO of Morgan Ceramics. He was previously a Non-Executive Director of Fiberweb plc and has been President of the British Ceramics Confederation. Andrew provides technological and scientific expertise combined with practical and commercial insights. He also has a detailed understanding of Health & Safety best practice from his executive career.

Andrew is a Fellow of the Royal Academy of Engineering. He has a PhD in Engineering and a BSc in materials science.

External appointments: James Cropper plc (Senior Independent Director), Rights and Issues Investment Trust plc (Non-Executive Director) mOm Incubators Ltd (Non-Executive Director), and Nexeon Limited (Chairman).

Wolfgang Ruttenstorfer (2), (3)

Wolfgang was a member of the Supervisory Board of RHI AG from 2012 to 2017, where he acted as the Interim CEO for six months, following the sickness related absence of the CEO. He started his professional career in oil and gas at OMV, where he became CEO and then Chairman of the Management Board. He has held numerous supervisory board roles, including as Chairman, in industries such as telecommunications, real estate, healthcare and insurance. Wolfgang also served as Secretary of State in the Austrian Federal Ministry of Finance. His varied career brings a wide range of strategic and business management experience.

Wolfgang graduated from the Vienna University of Economics and Business.

External appointments: Flughafen Wien Aktiengesellschaft (Supervisory Board member) and Erne Fittings GmbH (Supervisory Board member).

Karl Sevelda (1), (2)

Born in 1950. An Austrian national, Non-Executive Director of the Company with effect from October 2017.

Karl progressed to CEO of Raiffeisen Bank International AG after being Deputy CEO and undertaking management roles in the Raiffeisen Bank group where he was responsible for corporate customers and corporate, trade and export finance worldwide. Prior to this, he held several senior management positions in Creditanstalt- Bankverein where he focused on corporate and export finance. Additionally, he has held the position of Secretary to the Federal Minister for Trade and Industry of Austria.

Karl holds a Master’s and Doctorate Degree from Vienna University of Economics and Business.

External appointments: Siemens Aktiengesellschaft Österreich (Supervisory Board member), SIGNA Development Selection AG (Supervisory Board member), SIGNA Prime Selection AG (Supervisory Board member), Liechtensteinische Landesbank AG (Supervisory Board member), Crematories & Funerals AG (Supervisory Board member), and Custos Privatstiftung (Management Board member).

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Janet Ashdown, Chair Corporate Sustainability Committee (1), (2)

Janet has had a distinguished career working for BP plc for over 30 years, holding a number of international executive positions throughout the value chain. Until the end of 2012, Janet was CEO of Harvest Energy Ltd and throughout her career has provided leadership through change. Janet also has a wide range of board and committee experience as a Non-Executive Director, including the UK Nuclear Decommissioning Authority, a public body where she chairs the Safety and Sustainability Committee. Her experience in the energy sector has provided her with significant skills in general management, particularly in environmental & sustainability matters.

Janet holds a BSc in Energy Engineering from Swansea University.

External appointments: Nuclear Decommissioning Authority UK (Non-Executive Director and Chair of Safety & Sustainability), Victrex plc (Non-Executive Director, Chair of Remuneration) and Marshalls plc (Senior Independent Director, Chair of Remuneration).

Fiona Paulus (1), (2)

Fiona has over 37 years’ global investment banking experience, having held senior management roles with a number of leading international investment banks, such as Credit Suisse, Royal Bank of Scotland, Deutsche Bank and Citigroup. During her career, Fiona has led and managed a variety of global banking businesses, from start-ups to businesses with US$ 4 billion in total revenues. Additionally, Fiona has advised companies in over 70 countries in the global energy & resources sectors on various strategic initiatives, including M&A, equity and debt financings, & risk management.

Fiona has a BA in Economics from University of Durham.

External appointments: Interpipe Group (Non-Executive Director), Redcliffe Advice (Managing Director) and Petropavlovsk PLC (Non-Executive Director and Chairman from 30 June 2020)

Employee Representative Directors

Franz Reiter

Franz has been with the Group since 1977 and is Chairman of the Group Works Council at Veitsch-Radex GmbH.

External appointments: none.

 

Michael Schwarz

Michael has been with the Group since 1983 and is a member of the workers council at Didier Werke AG.

External appointments: none

(1) Independent within the meaning of the Dutch Corporate Governance Code. (2) Independent within the meaning of the UK Corporate Governance Code. (3) Mr. Ruttenstorfer is, as a result of having undertaken a management board role for RHI on a temporary basis between June and November 2016, not considered to be independent within the meaning of the Dutch Corporate Governance Code. Notwithstanding this historic role, the Board considers Mr. Ruttenstorfer to be independent for the purposes of the UK Corporate Governance Code. Retirement Schedule of Non-Executive Directors Appointment Letter of Non-Executive Directors (Template)