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Board of Directors

English translation

A RHI Magnesita N.V. conta com uma estrutura de diretoria de um nível (one-tier), com um Conselho de Administração composto por diretores executivos e diretores não executivos (incluindo representantes dos empregados). O Conselho é coletivamente responsável e tem o poder de conduzir os assuntos gerais da empresa.

O Conselho de Administração instituiu três comitês: um comitê de auditoria e compliance (“Comitê de Auditoria e Compliance” ou “Comitê de Auditoria”), um comitê de remuneração (“Comitê de Remuneração”) e um comitê de nomeação (“Comitê de Nomeação”), para assegurar uma estrutura de governança sólida para a tomada de decisões.

O Relatório do Comité de Remunerações, incluindo informação sobre a implementação da política, a Política de Remunerações dos Administradores, incluindo detalhes sobre os contratos de serviço dos Directores Executivos, bem como o Relatório Anual sobre Remunerações, podem ser encontrados no Relatório Anual disponível em: Investidores / Resultados e Apresentações neste site.

Diretores executivos

Stefan Borgas, CEO

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.

Octavio Cortes Pereira Lopes

Born in 1971. A Brazilian national, Chief Financial Officer of the Company with effect from October 2017 to September 2018.

Octavio has been the Chairman of Magnesita since July 2016. He was Chief Executive Officer of Magnesita from June 2012 until June 2016 and Chief Executive Officer of Magnesita International from June 2016 until October 2017. He held several positions, including managing director and partner, at GP Investments, between 1997 and 2016. Between 2004 and 2007, he was the Chief Executive Officer of Equatorial Energia. Octavio has previously served as a member of the Board of several companies including Magnesita, BHG, San Antonio, Tempo, Equatorial, CEMAR, Allis, Gafisa, and Submarino. He holds a bachelor´s degree in economics from the University of São Paulo and an MBA from the Wharton School at the University of Pennsylvania, of which he is a member of the Latin American Executive Board.

Diretores não Independentes e não Executivos

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.

David A. Schlaff

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.

Fersen Lambranho

Born in 1961. A Brazilian national, Non-Executive Director of the Company with effect from October 2017. Fersen is a member of the board and Chairman of GP Investments. He joined the firm in 1998 and became a managing director in 1999. Prior to joining GP, Fersen was CEO of Lojas Americanas, where he worked for 12 years and was a board member from 1998 to 2003. Fersen currently serves on the boards of Centauro, GP Advisors, Spice Private Equity, LEON Restaurants and RHI Magnesita. He has previously served as chairman of the boards of Oi, Contax, Gafisa, ABC Supermercados and Magnesita. In addition, he previously served on the board of BRMalls, San Antonio, Allis, BHG, Estácio, BRZ Investimentos, Tele Norte Leste Participações, São Carlos Empreendimentos e Participações, Playcenter, Shoptime, Farmasa, BR Properties, GP Investments Acquisition Corp and Americanas.com. He is also a board member of several non-profit entities, such as Fundação Bienal de São Paulo, the São Paulo Museum of Art and COPPEAD-UFRJ. Fersen holds a Bachelor’s Degree in civil engineering from the Universidade Federal do Rio de Janeiro and a Msc Degree in business administration from COPPEAD-UFRJ. He also completed the Owner President Management Program at the Harvard Business School.

Diretores não Executivos Independentes

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.

Andrew Hosty (1), (2)

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.

Karl Sevelda (1), (2)

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.

Diretores Representantes dos Funcionários

Franz Reiter

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.

Michael Schwarz

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) Independente na concepção do Código de Governo das Sociedades holandês. (2) Independente dentro do significado do Código de Governança Corporativa do Reino Unido. (3) O Sr. Ruttenstorfer por ter assumido uma função de administração da RHI em caráter temporário entre junho e novembro de 2016, não considerado como independente na acepção do Código de Governança Corporativa da Holanda. Não obstante essa função histórica, a Diretoria considera o Sr. Ruttenstorfer independente para os propósitos do Código de Governança Corporativa do Reino Unido. Calendário de Término de Mandato dos Diretores Não Executivos Carta de Nomeação de Administradores Não Executivos (Modelo)