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.
The Board has established three committees: the Audit and Compliance 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.
Born in 1964. A German national, Chief Executive Officer of the Company with effect from October 2017.
Stefan was Chief Executive Officer at RHI since December 2016 until October 2017. From 2012 to 2016, he was president and Chief Executive Officer at Israel Chemicals Ltd. Between 2004 and 2012, he was Chief Executive Officer at Lonza Group. Before this, he worked at BASF Group, where he held various management positions from 1998 to 2004. Stefan was elected new President of the World Refractories Association in January 2018. Stefan has a business administration degree from the University Saarbrücken and an MBA from the University of St. Gallen-HSG.
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 from 2010 until 2017 as well as Vice-Chairman from 2007 to 2010. He was a member of the Advisory Board at Delta Partners, Dubai from 2013 to 2015 as well as Watermill Group Boston, where he is serving since 2013. Herbert was a senior advisor at Citigroup in London from 1999 to 2014. Since 1992, he has been Managing Partner at CORDT & PARTNER Management- und Finanzierungsconsulting GesmbH. He was Managing Director at GASKOKS – Österreichische Warenhandelsgesellschaft mbH from 1991. In this capacity he served on several supervisory boards of leading Austrian industrial companies. From 1979 to 1984, he was Vice Governor at Österreichische Postsparkasse. He also worked as advisor for the Federal Finance Minister of Austria from 1975 to 1979. Additionally to his business activities, he is also a member of the Board of Advisors for the MSFS Program, School of Foreign Service at Georgetown University, Washington D. C since 2015. Herbert graduated from the Diplomatic Academy of Vienna (Diplomatische Akademie Wien) and obtained a Doctorate in Law from the University of Vienna as well as a Master of Science Degree in Foreign Service from Georgetown University, Washington D.C.
Born in 1978. An Austrian national, Non-Executive Director of the Company with effect from October 2017. David is Chief Investment Officer at M-Tel Holding GmbH since 2008, where he is responsible for due diligence and acquisitions as well as the management of investments. From 2004 to 2007, he was a member of the management team at LH Financial Services Corporation, where he developed and implemented a new corporate strategy. Previously he worked for Forstmann-Leff Associates Inc. David was a member of the Supervisory Board at RHI from 2010 until 2017. Between 2007 and 2011, he was also a member of the Board of Advisors at Latrobe Specialty Steel Company. From 2010 to 2011, he was a member of the Supervisory Council at A/S Ventspils Nafta. He holds a Bachelor’s Degree in Business Administration from the Interdisciplinary Center Herzliya in Israel.
Stanislaus Prinz zu Sayn-Wittgenstein
Born in 1965. A German national, Non-Executive Director of the Company with effect from October 2017. Stanislaus was Chief Executive Officer and Chief Restructuring Officer at Energieservice Westfalen Weser GmbH in 2015. From 2013 to 2015, he was Chief Financial Officer and Deputy Chief Executive Officer at Westfalen Weser Energie GmbH & Co KG and member of the Supervisory Boards of Stadtwerke Lage GmbH and Stadtwerke Hessisch-Oldendorf GmbH. Between 2004 and 2012 Stanislaus held numerous management positions within the E.ON group. Previously, he was Managing Director at GMD Gesellschaft für medizinische Datenverarbeitung mbH and Director at the Deutsche Bank AG, Investment Banking Division. He was a member of the Supervisory Board of RHI from 2001 until 2017. Between 2000 and 2002, he was a member of the supervisory board of Didier Werke AG. Since 2016, he is a member of the Supervisory Board of Endurance Capital AG, a German industrial holding company that invests in mid cap special situations. Stanislaus holds a Master’s Degree in Business Administration from MIT Sloan School of Management and studied Business Administration and Economics at Université de Fribourg and is a Chartered Financial Analyst.
Independent Non-Executive Directors
James Leng, Deputy Chairman and Senior Independent Director (1), (2)
Born in 1945. A British national, Deputy Chairman and Senior Independent Director of the Company with effect from October 2017. James has had an extensive non-executive career with a number of international publicly listed companies which include Chairman of Corus Group plc (2001-2008), the global steel company sold to Tata Steel of India, Chairman of HSBC Bank plc (2010-2013) and Chairman of Nomura European Holdings plc (2015-2017). Directorships include AON plc (risk management services), Alstom SA (engineering), Pilkington plc (glass), Hanson plc (aggregates & building products) and IMI plc (engineering). Other notable positions include Directorships of TNK-BP (Russian oil and gas) and lead Non-Executive Director at the UK’s Ministry of Justice. In the early part of 2009, he was a Director and Chairman designate of Rio Tinto. In an executive capacity James was Chief Executive Officer of two publicly listed companies: from 1995-2001 at Laporte PLC, an international specialty chemical company, and before that at Low & Bonar PLC, a diverse materials and packaging company. His early business years were spent at John Waddington plc, where he was Managing Director of a number of their subsidiaries including consumer goods and packaging companies.
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 is currently a Non-Executive Director at Bekaert SA and a Non-Executive Director and Remuneration Chair of Senior PLC. Celia was Director of Group Human Resources for Bunzl plc from 2003 to 2016. Previously 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 in 1982 at Ford Motor Company where she held several management positions. In 1988 she joined KPMG Peat Marwick as a Human Resources consultant. She holds a PhD and BSc in botany from the University of Reading.
John Ramsay, Chair Audit and Compliance Committee (1), (2)
Born in 1957. A British national, Non-Executive Director of the Company with effect from October 2017. John served as Chief Financial Officer of Syngenta AG from 2007 to 2016 and was also Interim Chief Executive Officer from October 2015 to June 2016. Prior to this, John served as Group Financial Controller of Syngenta from 2000 to 2007 and as the Finance Head of Asia Pacific for Zeneca Agrochemicals from 1993 to 1999. Earlier in his career he was a Financial Controller of ICI Malaysia and regional controller for Latin America. Before joining ICI in 1984, he worked in audit and tax at KPMG. John has been a member of the Supervisory Board at Koninklijke DSM N.V. since May 2017. John was appointed a Non-Executive Director of G4S plc with effect from January 2018. He is a Chartered Accountant and also holds an Honours Degree in accounting.
Born in 1965. A British national, Non-Executive Director of the Company with effect from October 2017. Andrew is Chief Executive of the Sir Henry Royce Institute for Advanced Materials. Previously, he was Chief Operating Officer at Morgan Advanced Materials plc, an appointment he held from February 2013 until January 2016. Before this, he held a number of senior positions within Morgan Advanced Materials plc, including as Chief Executive Officer of Morgan Ceramics. He joined the Morgan Advanced Materials plc board in July 2010. Andrew is currently also a Non-Executive Director of Consort Medical PLC and of the Rights and Issues Investment Trust PLC, and was previously a Non-Executive Director of Fiberweb plc from 2012 to 2013 and President of the British Ceramics Confederation from 2003 to 2005. He is a fellow of the Royal Academy of Engineering, and holds a PhD from the Faculty of Engineering at the University of Sheffield and a BSc in materials science.
Wolfgang Ruttenstorfer (2), (3)
Born in 1950. An Austrian national, Non-Executive Director of the Company with effect from October 2017. Wolfgang served as a member of the Supervisory Board of RHI AG from 2012 to 2017, and following the sickness related absence of the CEO as the Interim Chief Executive Officer as a Member of the Management Board of RHI AG from June 26, 2016 until November 30, 2016. He started his professional career in 1976 at OMV, where he was a member of the Management Board from 1992 to 1996, Vice-Chairman of the Management Board from 2000 to 2001 and Chief Executive Officer and Chairman of the Management Board from 2002 to 2011. Between 1997 and 1999, he served as Secretary in the Austrian Federal Ministry of Finance. He was a member of the Administrative Board of Roche Holding from 2007 to 2011. From 2010 to 2014, he was Chairman of the Supervisory Board at Vienna Insurance Group as well as a member of the Supervisory Board at Telekom Austria. He was Chairman of the Supervisory Board at CA Immobilien Anlagen AG from 2009 to 2016. Currently, Wolfgang is a member of the Supervisory Board at Flughafen Wien AG (since 2011), as well as a member of the Administrative Board at NIS a.d. Naftna industrija Srbije, Novi Sad, (since 2012) and Chairman of the Supervisory Board at Telekom Austria AG (since 2015) and a member of the Supervisory Board of Erne Fittings GmbH (since 2017). He graduated from the Vienna University of Economics.
Born in 1950. An Austrian national, Non-Executive Director of the Company with effect from October 2017. Karl was Chief Executive Officer from June 2013 to March 2017 and Deputy Chief Executive Officer from 2010 to 2013 at Raiffeisen Bank International AG. Previously, he joined Raiffeisen Zentralbank Österreich AG in 1998, where he was a member of the Board, and responsible for corporate customers and corporate, trade and export finance worldwide until 2010. From 1986 to 1997, he held several senior management positions at Creditanstalt-Bankverein. In 1985 he worked at Creditanstalt-Bankverein in London and New York. Between 1983 and 1985, he held the position of Secretary to the Federal Minister for Trade and Industry of Austria. From 1977 to 1983, he was responsible for corporate finance and export finance at Creditanstalt-Bankverein. Karl holds a Master and Doctorate Degree from the Vienna University of Economics and Business.
Employee Representative Directors
An Austrian national. Director/Employee representative of the Company with effect from October 2017. Franz has been with the Group since 1977 and is an Administrator at Veitsch-Radex GmbH.
A German national. Director/Employee representative of the Company with effect from October 2017. Michael has been with the Group since 1983 and is a member of the workers council at Didier Werke AG.
(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)