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, Executive Chair
Javier Molina Montes
Executive Director, Executive Chair
In July 2022, Mr. Molina was appointed Executive Chair of Befesa. He has managed Befesa since 2000, when he was appointed 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.
Asier Zarraonandia Ayo
Executive Director, Chief Executive Officer
Asier Zarraonandia Ayo
Executive Director, Chief Executive Officer
In July 2022, Mr. Zarraonandia was appointed Chief Executive Office. Until then and since 2006, he has been Vice-President of Befesa’s Steel Dust Recycling Services business unit. 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
Georg Graf Waldersee
Lead Independent Director
Georg Graf Waldersee
Lead 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.
Frauke Heistermann
Independent Director
Frauke Heistermann
Independent Director
In 1999, Mrs. Heistermann founded AXIT AG, 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 director of AXIT.capital, a company that supports StartUps in the area of digitalization. She is currently Chairwoman of the Council of Technology of the Federal State of Rhineland-Palatinate as well as member of the Supervisory Board of ERMEWA Group SA. She holds a diploma in logistics and business administration (Diplom-Betriebswirtin) from the Cooperative State University, Mannheim, 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 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.
Natalia Latorre Arranz
Independent Director
Natalia Latorre Arranz
Independent Director
Mrs Latorre is General Manager for Energy Transition of Enagás. Previously, she was Chairman of the Board of Directors of Shell España S.A., as such she was responsible for the Shell business in Spain, including gas & power, renewable generation as well as environmental products. Mrs Latorre developed most of her career at Shell, where she worked for more than 20 years including executive roles at European level. She has strong experience in the ESG field, including energy transition and the transformation of companies pursuing opportunities in this field. Mrs Latorre also currently serves as Board Member at BG Energy Iberian Holding S.L.U. as well as Advisory Board Member at Marsi Bionics S.L.. Additionally, she is a Board member of the Strategy Advisory Board of Programa Mujer e Ingeniería. Mrs Latorre holds a degree in Industrial Engineering from Universidad Politécnica de Madrid, Spain. In 2021, Forbes included Mrs Latorre in the “35 Best Female CEOs in Spain” list.
Dr. José Domínguez Abascal
Independent Director
Dr. José Domínguez Abascal
Independent Director
Dr. Domínguez is Chairman of Envision Group Spain and also Structural Mechanics professor at the Universidad de Sevilla. In 2018, Dr. Dominguez was appointed Secretary of State for Energy in the Government of Spain (2018 - 2020). He served as member of the Board of OMEL (2010 – 2015), member of the Board of OMIP (2010 – 2015) and member of the Board of SEPI (2018 – 2020). Before that, Dr. Domínguez was Chief Technology Officer (CTO) of Abengoa (2008 – 2015), where he was in charge of the technology development of the company. Dr. Dominguez has extensive technological research experience in the international renewable energy field. He has led a team of more than fifty full-time researchers, leading to innovative industrial projects that are successfully working today. Those projects include renewable hydrogen technologies and energy storage using molten salt storage systems amongst others. Dr. Dominguez holds a PhD. in Industrial Engineering from Universidad de Sevilla. He was also a Research Associate at the Massachusetts Institute of Technology (MIT) with a postdoctoral Fulbright grant. He is the author of more than 200 research papers in leading scientific journals and two books published in English by international publishers. He is Fellow of the American Society of Civil Engineers and Member of the Real Academia de Ingeniería of Spain. He also received the National Engineering Research Award (Spain) in 2004 and is Doctor Honoris Causa by the Universidad de Granada (Spain) in 2018.
Soledad Luca de Tena
Independent Director
Soledad Luca de Tena
Independent Director
Mrs Luca de Tena started her professional career as finance analyst working for Midland Bank, plc. Moved to work based in New York as client executive while working for Banco Central and later worked as deputy CEO for the Banco Hispano do Investimento in Lisbon. Mrs Luca de Tena has served as proprietary board member first of Prensa Española and later for Vocento. She started her governance support already in 1998. In Vocento, one of the largest media groups in Spain, she has served since 2002 in several board committees ranging from the executive to the nominations and remunerations, audit, and compliance, and has chaired this one. Additionally, Mrs Luca de Tena is the Vice Chair of the mutual insurance company Asepeyo and serves on the board of several non-profit organisations. She holds a master and a degree in Economics, from Universidad Autónoma de Madrid, Spain.
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
- Mr. Georg Graf Waldersee (Chair)
- Ms. Frauke Heistermann
- Ms. Natalia Latorre Arranz
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
- Mr. Helmut Wieser (Chair)
- Dr. José Domínguez Abascal
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.
Sustainability Committee
- Dr. José Domínguez Abascal (Chair)
- Ms. Natalia Latorre Arranz
- Ms. Frauke Heistermann
- Mr. Helmut Wieser
Principal objectives and responsibilities of the Sustainability Committee
Oversee and monitoring of all material questions regarding sustainability, including the implementation of the CO2 reduction plan for 2030 and 2050. The committee has no executive functions; however, it has the power to provide information, advisory, and make proposals in the area of sustainability.
General meeting