Board of Directors
The Board of Directors is made up of seven members and one of its main activities is decision-making for the fulfillment of corporate strategic objectives.
Members of the Board of Directors
The presidency of the Board of Directors is in charge of Rosario Córdoba Garcés, an independent member. Of the five current members, four of them meet all the conditions established in our Good Governance Code to be considered independent members.
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.
Committes
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)
The Remuneration Committee will be composed of three directors who are independent members. The members of this Committee will be knowledgeable in matters related to salary policies and related matters. The Secretary of this Committee will be the General Secretary of the Company or the person designated by him/her.
The main goal of this Committee is to support the Board of Directors in the exercise of the functions associated with the compensation guidelines for Grupo Empresarial Argos employees, including the compensation of the Board of Directors and Senior Management. The functions of the committee can be consulted in numeral 19.3.2 of the Chapter III of the Code of Good Governance.
Our Remuneration Committee representatives are:
- Jorge Uribe (President, independent member)
- Rosario Córdoba (Independent member)
- Ana Cristina Arango (Independent member)
The Talent Committee will be composed of three members of the Board of Directors, at least one of whom must be an Independent Member. The members of this Committee will be knowledgeable in matters of strategy, best practices and trends in human resources and related matters. The Secretary of this Committee will be the General Secretary of the Company or the person designated by him/her.
The main goal of this Committee is to support the Board of Directors in the exercise of its functions related to the strategy and integral management of the organization’s talent, succession processes and appointments. The functions of the committee can be consulted in numeral 19.2.2 of the Chapter III of the Code of Good Governance.
Our Talent Committee representatives are:
- Jorge Uribe (President, independent member)
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 19.4.2 of the Chapter III of the Code of Good Governance.
Our Sustainability and Corporate Governance Committee representatives are:
- Rosario Córdoba (President, independent member)
- Claudia Betancourt (Patrimonial member)
More information
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 fee per session attended by the Board of Directors and a fee per session attended by the Support Committees.
Remuneration for attended session of the Board of Directors and the Board Committee:
April 2022 – March 2023
$8.700.000
| Topics | Ana Cristina Arango | Armando Montenegro | Claudia Betancourt | Jorge Uribe | Rosario Córdoba | Total |
| a) Risk | 1 | 1 | 1 | 1 | 4 | |
| b) Internal control | 1 | 1 | ||||
| c) Corporative finance | 1 | 1 | 1 | 1 | 1 | 5 |
| d) Commercial affairs | 1 | 1 | 2 | |||
| e) Materials industries | 1 | 1 | ||||
| f) Crisis management | 1 | 1 | 1 | 3 | ||
| g) Legal affairs | ||||||
| h) Sustainability | 1 | 1 | 1 | 3 | ||
| i) Government/Public policy | 1 | 1 | 1 | |||
| j) International | 1 | 1 |
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.
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.