Corporate
governance

Befesa is firmly committed to the principles of transparent, responsible and value-based management and supervision.

Befesa S.A. is a Luxembourg public company which is listed on the Frankfurt Stock exchange. As a société anonyme – whose shares are exclusively listed on a regulated market in Germany – Befesa is not required to adhere to the Ten Principles of Corporate Governance of the Luxembourg Stock Exchange. Also, the German Corporate Governance Code does not apply to Befesa as foreign private issuer. Instead, Befesa has developed its own corporate governance framework based on Luxembourg corporate law, its Articles of Association and German laws and regulations applicable to foreign private issuers and is committed to maintaining an effective corporate governance structure in accordance with high international standards.

A clearly structured, responsible and transparent corporate governance is the basis for our decision-making and control processes but also a key condition for strengthening the trust of our shareholders, customers, employees, and business partners.

Befesa has set-up a Compliance Management System (CMS) that ensures compliance with laws and ethical standards is an important pillar of our corporate governance framework. Our Code of Conduct is the cornerstone of our CMS and is supplemented by other compliance and internal policies and a solid risk management system, Additionally, we have established internal rules for the governance of the Board of Directors and its committees.

We consider corporate governance to be an ongoing process and will continue to track future developments carefully.

Corporate Bodies

As Befesa S.A. has adopted a one-tier board structure in accordance with Luxembourg corporate law and its Articles of Association, the principal corporate decision-making bodies are the General Meeting of Shareholders and the Board of Directors.

Audit committee, Nomination and remuneration committee

Makes recommendations

Board of directors

  • Top management body responsible for the governance, management and control of Befesa’s operations and businesses in all matters not reserved for the General Meeting of Shareholders
  • Composed of not less than five members. Combination of executive and non-executive directors with a majority of independent directors
  • Acts in the best interest of Befesa and of its shareholders
  • Focuses on the long-term development and strategic direction
  • Established 2 Board Committees, the Audit Committee and the Nomination and Remuneration Committee, each being chaired by an independent director
  • All matters are reserved for the Board unless specifically listed in the terms of reference for Committees of the Board or where the Board has delegated authority to management

Reports to

Ratifies

Annual General Meeting

  • The General Meeting of Shareholders is Befesa’s highest decision-making body through which our shareholders take part in the company’s decision-making process.
  • Each share entitles to one vote
  • The General Meeting of Shareholders resolves on the approval of the consolidated financial statements and the annual accounts, dispositions of the company’s profit and loss according to the adopted balance sheet, discharge from liability for the members of the Board, discharge to and appointment or re-election of the members of the Board of Directors, appointment of the independent auditor and certain other matters provided by law and the Articles of Association.
  • Say-on-pay regarding Board compensation

Appoints

Independent Auditor

Executive Directors

Javier Molina Montes

Executive Director, Chief Executive Officer

Javier Molina Montes

Executive Director, Chief Executive Officer

Mr. Molina has managed Befesa since 2000, when he was appointed chairman and Chief Executive Officer of Befesa Medio Ambiente. Mr. Molina joined Abengoa in 1994 and later became chief executive officer of Abengoa Servicios Urbanos (Abensur). From 1989 to 1993, he was general director of Tecsa and prior to that, from 1983 to 1988, was an investment banker at Banco de Progreso. Mr. Molina holds a master’s degree in law and management and business (ICADE, E3) from Universidad Pontificia Comillas, Madrid, Spain.

Wolf Uwe Lehmann

Executive Director, Chief Financial Officer

Wolf Uwe Lehmann

Executive Director, Chief Financial Officer

Mr. Lehmann was appointed Chief Financial Officer of Befesa upon joining in 2014. In addition to finance, he has responsibilities for operational excellence, cost savings and information technologies. Prior to joining Befesa, Mr. Lehmann was chief financial officer at Wilsonart International, Austin, Texas. He started his professional career as finance trainee (FMP) and travelling corporate auditor (CAS) at General Electric (GE) in various international locations (1996–2002). He was manager of finance at Propulsion and Specialty Services at GE Transportation, Erie, Pennsylvania (2002–2005) and later became chief financial officer at Momentive Performance Materials (previously GE Silicones) in various locations and responsibilities, including US/Global, China/Asia Pacific and Germany/EMEAI (2005–2013). Mr. Lehmann holds a double degree in business and engineering from the University of Hamburg, Germany (Diplom-Wirtschaftsingenieur).

Asier Zarraonandia Ayo

Executive Director, Vice-President Steel Dust Recycling Services

Asier Zarraonandia Ayo

Executive Director, Vice-President Steel Dust Recycling Services

Mr. Zarraonandia has been the vice-president of Befesa’s Steel Dust Recycling Services business unit since 2006. Mr. Zarraonandia joined the Befesa Group in 2001 and was the chief financial officer of the Aluminium Salt Slags Recycling Services business unit from 2001 to 2004 and the financial controller of the Abengoa Group from 2004 to 2006. Before joining Befesa, he was a senior audit manager and consultant for Arthur Andersen, where he worked for 10 years and specialised in mergers and acquisitions in the industrial sector. He holds a bachelor’s degree in economics from the University of the Basque Country, Bilbao, Spain. He currently serves as board member of the Canadian company Global Atomic Corporation.

Non-Executive Directors

Romeo Kreinberg

Independent Director, Chairman of the Board of Directors

Romeo Kreinberg

Independent Director, Chairman of the Board of Directors

Mr. Kreinberg has over 40 years of experience in the executive management of public and private companies in the chemical industry, including various executive positions at Dow Chemical (1977–2007). Throughout the course of his career, Mr. Kreinberg has served as a director of companies in the United States, Europe, Latin America and Asia, and is fluent in six languages. Mr. Kreinberg holds a degree from the Faculty of Architecture and Urban Planning from the University of Buenos Aires, Argentina.

Frauke Heistermann

Independent Director

Frauke Heistermann

Independent Director

In 1999, Mrs. Heistermann founded AXIT.capital GmbH, a digital service platform managing global supply chains, which was sold to Siemens in 2015. Mrs. Heistermann served as chief digitalisation officer at Siemens Postal, Parcel & Airport Logistics GmbH in 2017. Prior to her management career, Mrs. Heistermann worked as a consultant and product manager. She serves as managing director of AXIT.capital GmbH. She is currently Chairwoman of the Council of Technology of the Federal State of Rhineland-Palatinate as well as member of the Advisory Board of Vahle GmbH. She holds a diploma in logistics and business administration (Diplom-Betriebswirtin) from the Cooperative State University, Mannheim, Germany.

Manuel Soto

Independent Director

Manuel Soto

Independent Director

Mr. Soto started his professional career at Arthur Andersen, where he became partner in 1970. He was country managing partner for Spain (1970–1989), area managing partner for EMEA (1980–1998) and chairman of the worldwide board of partners (1970–1988). He retired from Arthur Andersen in 1998 and joined Banco Santander S.A. where he was a member of the board of directors (1999–2013). Mr. Soto holds degrees in accounting and business administration from the University of Madrid, Spain.

Georg Graf Waldersee

Independent Director

Georg Graf Waldersee

Independent Director

Mr. Waldersee is a German-certified accountant (Wirtschaftsprüfer). For more than 25 years, he was a partner at Arthur Andersen and Ernst & Young (EY) where he served in senior management positions in the EMEIA – and global – management teams of both organisations. Until his retirement from EY in 2016, he was the managing partner of EY in Germany, Switzerland and Austria. He is currently the Chairman of the Supervisory Board of EY, Wirtschaftsprüfungsgesellschaft, Germany. Mr. Waldersee studied economics at the University of Bonn and holds a degree in business administration from the University of Hamburg, Germany.

Helmut Wieser

Independent Director

Helmut Wieser

Independent Director

Mr. Wieser was chief executive officer at AMAG Austria Metall AG. Previously he served as group president for Global Rolling at Alcoa Inc. and member of the executive board at AMAG Austria Metall AG, and held several management positions at Voest-Alpine Industrieanlagenbau. He is member of the Strategic Planning Committee of OJSC Novolipetsk Steel, as well as member of the Supervisory Boards of Höldmayr International AG and Benteler AG. He is also member of the Advisory Council of TTTech Industrial Automation AG. Mr. Wieser graduated as Dipl.-Ing. In mechanical engineering and economics from Graz University of Technology, Austria.

Santiago Zaldumbide

Independent Director

Santiago Zaldumbide

Independent Director

Mr. Zaldumbide was senior consultant to Glencore-Xstrata plc. from May 2013 to February 2015, later working as chairman and CEO of Asturiana de Zinc, S.A. and executive director of Xstrata plc., a major zinc producer (1998–2013). Mr. Zaldumbide started his professional career at Unión Explosivos Rio Tinto, where he was CEO in several divisions (1970–1984). He worked at Banco de Bilbao (1984–1986), as CEO of Petróleos del Norte, S.A. (1986–1994) and in Corporación Industrial y Financiera de Banesto, S.A. (1994–1998). He serves currently as member of the Board of Directors of Madrid Town Inversiones, S.L. He holds a degree in law from the University of Madrid, Spain; a degree in economics from the University of Deusto, Bilbao, Spain; and an MBA degree from the University of California, Berkeley, United States.

Company Secretary

Birke Fuchs

Company Secretary

Birke Fuchs

Company Secretary

Mrs. Fuchs is the Board secretary and Group’s General Counsel. She joined Befesa in 2007. She is a German-qualified lawyer, holds a Master of Laws degree from Tulane Law School, United States, and has successfully completed the programme for management development at ESADE Business School, Spain.

The Board has established an Audit Committee and a Nomination and Remuneration Committee. The committees have written terms of reference setting out their duties, authority and reporting responsibilities. The Chairman of each committee reports on the previous committee meetings at the following Board meeting.

Audit Committee

  • Georg Graf Waldersee (Chairman)
  • Frauke Heistermann
  • Manuel Soto

Principal objectives and responsibilities of the Audit Committee

Evaluation and monitoring of all material questions concerning the financial statements and accounting processes and policies of the company and its subsidiaries. Oversees Befesa’s internal control and internal audit system and supervises the risk management system and the compliance management system.

Nomination and Remuneration Committee

  • Romeo Kreinberg (Chairman)
  • Helmut Wieser
  • Santiago Zaldumbide

Principal objectives and responsibilities of the Nomination and Remuneration Committee

Strives to build an engaged and diverse board of directors whose composition is appropriate in light of Befesa’s needs and proposes to the general meeting of shareholders suitable candidates for election as members of the board of directors. Makes the recommendation to the board of directors on the executive compensation to incentivize the creation of long-term value.

General meeting

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