Governance
Our Board of Directors
The Board of Directors assumes ultimate responsibility for the governance and strategic oversight of the Company. Its mandate encompasses the stewardship of financial performance, the articulation and supervision of long-term strategic direction, the approval of significant acquisitions and disposals, and the comprehensive oversight of enterprise-wide risk management. Furthermore, the Board exercises authority over capital allocation and major expenditure, endorses the annual operational budget, and supervises the broader framework of corporate planning.
Composition of the Board of Directors
The distinguished members of the Board include:
- Carlos Alejandro Ernesto Juan Henrique Graf Weyler Weylerbourg Altenberg zu Altenbourg de Navas y Villanueva, Chief Executive Officer
- Griselda Villanueva de Weyler Weylerbourg Altenberg zu Altenbourg de Navas, Non-Executive Chairwoman
- Marcus Graf Paar von Hartberg und Krottenstein, Senior Independent Director
- Mag. Don Nikolai Leo Reiner Antonius Freiherr de Arnoldi, Independent Non-Executive Director
- Albert Friedrich Probst v. Allenstein, Independent Non-Executive Director
- Ian Mark Carey, Independent Non-Executive Director
- Andrés Artúro Martín, Independent Non-Executive Director
- Francis Serge Stuck, Independent Non-Executive Director
Comittees
In addition to full Board meetings, the Directors exercise their authority through the following Committees:
AUDIT COMMITTEE
The Committee is responsible for monitoring the quality and integrity of our financial statements and reviewing the effectiveness of our internal financial control and risk management framework.It is responsible for reviewing the effectiveness of our external auditors and overseeing that an healthy relationship is maintained between them and the Group. The committee also reviews the effectiveness of our internal audit function.
Members:
- Albert Friedrich Probst (Chair),
- Nikolai Leo Reiner Antonius Freiherr de Arnoldi,
- Andres Artúro Martin
REMUNERATION COMMITTEE
The committee is responsible for reviewing and making recommendation to the Board regarding the remuneration of the Executive Director, Non-Executive Directors, and the Chair. It reviews our remuneration policies and practices, ensuring that they are aligned with our purpose and values.
Members:
- Andres Artúro Martín (Chair),
- Ian Mark Carey,
- Griselda Villanueba de Weyler Weylerbourg Altenberg zu Altenbourg de Navas
NOMINATION COMMITTEE
The committee is responsible for leading the succession planning of Directors, including the Chair, and making recommendations to the Board about suitable candidates for appointment in replacement of, or in addition to, other members of the Board. It also assists the Board with assessing its composition and diversity.
Members:
- Griselda Villanueba de Weyler Weylerbourg Altenberg zu Altenbourg de Navas (Chair) and
- all other Non-Executive Directors
HEALTH AND SAFETY, ENVIRONMENT AND COMMUNITIES COMMITTEE
The committee is responsible for reviewing our policies and processes on health and safety, environment, security and local community matters, and monitoring their implementation. It makes recommendation to the Board on the controls to mitigate these risks. The committee also monitors management of potential catastrophic and major incidents, including their remediation.
Members:
- Francis Serge Stuck (Chair),
- Albert Friedrich Probst,
- Griselda Villanueba de Weyler Weylerbourg Altenberg zu Altenbourg de Navas
ETHICS, COMPLIANCE and CULTURE
The committee has responsibility for overseeing and approving key ethics, compliance and culture-related matters within the Group. The ECC receives quarterly updates on our Programme’s implementation, including compliance risks and how they are managed, and on compliance resources.
Members:
- Marcus Graf Paar v. Hartberg und Krottenstein (Chair),
- Albert Friedrich Probst,
- Francis Serge Stuck,
- Andres Artúro Martín