Board of Directors

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The Grupo Argos Board of Directors is made up of seven members. Four of them meet all the conditions established in our Code of Good Governance in order to be considered as independent members. Rosario Cordoba Garces is in charge of the presidency, she is an independent member

The main activities of the Grupo Argos Board of Directors consist of carrying out decision-making processes for the fulfillment of the corporate strategic goals and to follow-up on the implemented actions, seeking to always find the best interests for the company and its shareholders.

Rosario Córdoba
Gonzalo Pérez
Carlos Ignacio Gallego
Claudia Betancourt
Ana Cristina Arango
Armando Montenegro
Jorge Uribe

Rosario Córdoba

Independent member of the Board of Directors.

Appointed since March 23, 2011

Chairwoman of the Board of Directors.

Gonzalo Pérez

Appointed since March 26, 2020. Patrimonial Member. He is currently CEO of Grupo Sura.

  • Appointment and Remuneration Committee.

Carlos Ignacio Gallego

Appointed since March 26, 2014. Patrimonial Member. He is currently CEO of Grupo Nutresa.

  • Sustainability and Corporate Governance Committee.

Claudia Betancourt

Appointed since April 16, 2018. She is currently General Manager Amalfi S.A.

  • Sustainability and Corporate Governance Committee

Ana Cristina Arango

Independent member Appointed since March 25, 2009.

  • Member of the Audit, Finance and Risk Committee.

 

Armando Montenegro

Independent member of the Board of Directors. Appointed since March 25, 2015. He is currently Chairman of BTG Pactual.

  • Audit, Finance and Risk Committee.

Jorge Uribe

Independent member of the Board of Directors. Appointed since March 25, 2015. He is currently independent consultant.

  • Appointment and Remuneration Committee.

No member of the Board of Directors has the status of Politically Exposed Person in accordance with the definition of Decree 1674 of 2016.

  • Remuneration of the Board of Directors

    The remuneration of its members is approved by the Shareholders’ General Assembly, according to the structure, obligations and responsibilities of this board, as well as the personal and professional skills of its members, the time invested and their experience.

    The members of the Board of Directors are remunerated through a monthly fee, regardless of their attendance to the meetings. Additionally, they receive an equal amount of the monthly fee for each time they participate in Board’s supporting committees.

    Monthly remuneration of the members of the Board of Directors:

    April 2021 – March 2022

    COP$8,100,000.oo.

  • Experience of the members of the Board of Directors

  • Board of Directors Assessment

    The Board of Directors is assessed on a yearly basis, alternating external evaluations with self-assessments. The external one is carried out by an independent firm selected by the Board itself, as recommended by the Sustainability and Corporate Governance Committee. These contemplate quantitative and qualitative aspects.

  • Operating regulation

    Chapter III of the Code of Good Governance contains the Operating Regulations of the Board of Directors. It regulates among others, matters relating to:

    • Principles of action of the directors.
    • Main responsibilities of the Board.
    • Selection criteria for directors.
    • Election and conformation of the Board.
    • Incompatibilities of the directors.
    • Directors' term.
    • Rules of operation of the Board.
    • Budget.
    • Performance Appraisal of the Board of Directors.
    • Board support committees.

     

    The Board has three support committees, which are appointed by the board, and they are made up of members of the Board and by company officials.

  • Audit, Finance and Risks Committee

    This committee is made up of three members of the Board of Directors that certify the independent members. The members of the Committee must have at least one with experience in matters of corporate finance and / or matters related to the design and implementation of internal control systems. Likewise, the company’s CEO, the Financial Vice-president, the Internal Auditor and the Statutory Auditor attend as guests with voice, but without a vote.

    The main purpose of the Committee is to evaluate the accounting procedures, the management of the relationship with the Statutory Auditor and to supervise the effectiveness of the control architecture and the risk management system. The functions of the committee can be consulted in numeral 19.1.2 of the Chapter III of the Code of Good Governance and in article 60 of the Bylaws.

    Our Audit, Finance and Risks Committee representatives are:

         Armando Montenegro (President, independent member)

         Rosario Córdoba (Independent member)

         Ana Cristina Arango (Independent member)

     

  • Appointment and Remuneration Committee

    This committee is made up of three members of the Board of Directors, at least one must have accredited their status as an independent member. Members must have knowledge in matters of strategy, human resources and / or matters related to salary policies and related matters. The secretary of this committee will be the Administrative Vice President.

    The main goal of this committee is to support the Board of Directors in exercising the functions associated to the matters of appointment and remuneration of the members of the Board of Directors and Senior Management. The functions of the committee can be consulted in numeral 19.2.2 of the Chapter III of the Code of Good Governance.

    Our Appointment and Remuneration Committee representatives are:

           Jorge Uribe (President, independent member)

           Rosario Córdoba (Independent member)

         Gonzalo Pérez (Patrimonial member)

     

    Board of Directors member profiles

    Summary of the evaluation of the candidates by the Appointments and Remuneration Committee

  • Sustainability and Corporate Governance Committee

    This committee is made up of three members of the Board, at least one must be an independent member. The Company’s CEO will attend the meetings. He/she is to be heard but without a right to vote, and the Secretary General of the Company, or the person appointed by him/her, will act as secretary.

    The main goal of this Committee is to assist the Board of Directors in its role of proposing and supervising the measures of Sustainability and Corporate Governance of the Company. The functions of the committee can be consulted in numeral 19.3.2 of the Chapter III of the Code of Good Governance.

    Our Sustainability and Corporate Governance Committee representatives are:


          Rosario Córdoba (President, independent member)

          Carlos Ignacio Gallego (Patrimonial member)

         Claudia Betancourt (Patrimonial member)

     

  • Summary of profiles of the members of the Board of Directors

    Rosario Córdoba

    Economist, based in Bogota, Chair of the Private Competitiveness Council, with ample experience in Colombia’s private and industrial sector. Rosario Córdoba sits on the boards of directors of some of the country’s representative private and not-for-profit companies, giving her a vast strategic business vision. She currently chairs Grupo Argos’ Board of Directors, where she leads its agenda and coordinates the dynamics and participation of all the Board members. She sits on the Audit, Finance and Risk Committee, the Designation and Compensation Committee and the Sustainability and Corporate Governance Committee, which she chairs. From the Sustainability and Corporate Governance Committee she has driven Grupo Empresarial Argos’ environmental, social and governance (ESG) policy, strategy and commitment.

     

    Gonzalo Pérez

    A lawyer, based in Medellin, CEO of Grupo Sura S.A., with ample experience in the financial, risk and insurance sectors. Gonzalo Pérez sits on the Boards of Directors of several companies listed on the Colombian Stock Exchange including Suramericana S.A., Bancolombia S.A. and Grupo Nutresa S.A., providing him with a profound knowledge of corporate operating and strategic dynamics. He has sat on the Boards of Directors of Cementos Argos S.A. and Celsia S.A., relevant experiences providing him with in-depth knowledge of two of Grupo Argos’ strategic businesses. He is a member of the Designations and Compensation Committee, where he has accompanied the adoption of best practices in talent attraction, selection and retention, framed by the culture and values of Grupo Empresarial Argos.

     

    Carlos Ignacio Gallego

    A Civil Engineer, based in Medellin, CEO of Grupo Nutresa S.A., with ample experience in the food and consumer sectors, and on issues such as sustainability, corporate finance and international business. Carlos Ignacio Gallego sits on the Boards of Directors of companies listed on the Colombian Stock Exchange, including Grupo Sura S.A., national companies with foreign investment, international companies and not-for-profit entities, providing him with an in-depth understanding of corporate dynamics both within Colombia and overseas. He is a member of the Sustainability and Corporate Governance Committee, where he has accompanied Grupo Empresarial Argos’ environmental, social and governance (ESG) policy, strategy and commitment.

     

    Claudia Betancourt

    An Economist, based in Cali, CEO of Amalfi S.A., with ample experience in the financial, risks, cement and energy sectors. Claudia Betancourt sits on the Boards of Directors of companies listed on the Colombian Stock Exchange including Promigas S.A. E.S.P. and Gases de Occidente S.A. E.S.P., which provides her with in-depth knowledge of the country’s corporate dynamics. She sat on the Board of Directors of Cementos Argos S.A., one of Grupo Argos’ strategic businesses. She belongs to the Sustainability and Corporate Governance Committee, where he has accompanied Grupo Empresarial Argos’ environmental, social and governance (ESG) policy, strategy and commitment.

     

    Ana Cristina Arango

    A Civil Engineer, based in Medellin, director of Inversiones el Yarumo S.A., with ample experience in the financial, risks and cement sector. Ana Cristina Arango sits on the Boards of Directors of private companies in Colombia, providing her with an understanding of business operation and strategic dynamics. She is a member of the Audit, Finance and Risk Committee, where she has accompanied an evaluation of the company’s accounting and financial processes and helped supervise the effectiveness of its control architecture and risk management system.

     

    Armando Montenegro

    An Industrial Engineer, based in Bogota, Chairman for BTG Pactual Colombia, with ample experience in economics, corporate finance and risks, and in public management. Armando Montenegro has worked in the private and public sectors, providing him with a comprehensive vision of the country’s political and economic context. He chairs the Audit, Finance and Risk Committee, where he has driven an evaluation of the company’s accounting and financial processes and helped supervise the effectiveness of its control architecture and risk management system.

     

    Jorge Uribe

    A Management Engineer, based in Panama and Miami. He is an independent consultant, with ample experience in the consumer, logistics and operations, international business and talent management sector. Jorge Uribe sits on the Boards of Directors of different national and foreign companies, providing him with in-depth knowledge of business dynamics both in Colombia and overseas. He chairs the Designations and Compensation Committee, where he has driven the adoption of best practices in talent attraction, selection and retention, framed by the culture and values of Grupo Empresarial Argos.

  • Board Independence Statement - DJSI