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 held by Rosario Córdoba Garcés, an independent member. Out of the seven members of the Board of Directors, five of them meet all the conditions established in our Code of Good Governance 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)
- Mauricio Ortega Jaramillo (Independent member)
- Esteban Piedrahita Uribe (Patrimonial 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)
- Mauricio Ortega Jaramillo (Independent 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 2023 – March 2024
$10.000.000
| Topics | Ana Cristina Arango | Armando Montenegro | Claudia Betancourt | Jorge Uribe | Rosario Córdoba | Mauricio Ortega | Esteban Piedrahita | Total |
| a) Risk | 1 | 1 | 1 | 1 | 4 | |||
| b) Internal control | 1 | 1 | ||||||
| c) Corporative finance | 1 | 1 | 1 | 1 | 1 | 1 | 6 | |
| d) Commercial affairs | 1 | 1 | 1 | 1 | 4 | |||
| e) Materials industries | 1 | 1 | 2 | |||||
| f) Crisis management | 1 | 1 | 1 | 3 | ||||
| g) Legal affairs | 1 | 1 | ||||||
| h) Sustainability | 1 | 1 | 1 | 3 | ||||
| i) Government/Public policy | 1 | 1 | 1 | 3 | ||||
| j) International | 1 | 1 | 1 | 3 |
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.
Rosario Córdoba
She is an economist, based in Bogotá, an independent consultant, with extensive experience in the private sector and guilds in Colombia. Rosario Córdoba participates in boards of directors of representative private and non-profit companies in the country, which allows her to have a vast strategic vision of business. She currently chairs the Board of Directors of Grupo Argos, from where she leads the definition of its agenda and coordinates the dynamics and participation of all Board members. She is a member of the Audit, Finance and Risk Committee, the Remuneration Committee and the Sustainability and Corporate Governance Committee, of which she is the chairperson. From the Sustainability and Corporate Governance Committee, she has promoted the policy, strategy and commitment in environmental, social and governance (ESG) matters of Grupo Empresarial Argos.
Claudia Betancourt
She is an economist, based in Cali, general manager of Amalfi S.A.S., with extensive experience in the financial, risk, cement and energy sectors. Claudia Betancourt participates in the boards of directors of companies listed on the Colombian Stock Exchange such as Promigas S.A. E.S.P. and Gases de Occidente S.A. E.S.P., which allows her to have a deep knowledge of the country’s business dynamics. She was a member of the Board of Directors of Cementos Argos S.A., one of the strategic businesses of Grupo Argos. She belongs to the Sustainability and Corporate Governance Committee, from where she has accompanied the policy, strategy and commitment in environmental, social and governance (ESG) matters of Grupo Empresarial Argos.
Ana Cristina Arango
She is a civil engineer, based in Medellín, director of Inversiones el Yarumo S.A., with extensive experience in the financial, risk and cement sectors. Ana Cristina Arango is a member of boards of directors of private companies in Colombia, which allows her to have a knowledge of the operational and strategic dynamics of business. She is a member of the Remuneration Committee and the Audit, Finance and Risk Committee, from where she has accompanied the evaluation of accounting and financial procedures, as well as the supervision of the effectiveness of the company’s control architecture and risk management system.
Armando Montenegro
He is an industrial engineer, based in Bogotá, Chairman of BTG Pactual Colombia, with extensive experience in economics, corporate finance and risks, as well as in public management. Armando Montenegro has worked in both the public and private sectors, which allows him to have a comprehensive vision of the national political and economic context. He is the chairman of the Audit, Finance and Risk Committee, from where he has promoted the evaluation of accounting and financial procedures, as well as the supervision of the effectiveness of the company’s control architecture and risk management system.
Jorge Uribe
He is an administrative engineer, based in Panama City and Miami, an independent consultant, with extensive experience in the mass consumption sector, logistics and operations, international business and talent management. Jorge Uribe participates in different boards of directors of national and foreign companies, which allows him to have a deep knowledge of the dynamics of business in Colombia and abroad. He is chairman of the Remuneration Committee and the Talent Committee, from where he has promoted the adoption of the best practices of attraction, selection and retention of talent, framed in the culture and values of Grupo Empresarial Argos.
Esteban Piedrahita
He is an economist from Harvard University graduated with honors and holds a Merit Master of Philosophy and History of Science from the London School of Economics. He currently serves as rector of the ICESI university in Cali. He has extensive experience in public policy planning, infrastructure projects, investment banking and economics. He participates in different Boards of Directors of companies listed on the Colombian Stock Exchange with national and foreign presence, such as Ecopetrol, and national companies and non-profit entities, which allows him to have extensive knowledge of the dynamics of business in Colombia and the Americas. Esteban Piedrahita has been a member of the Board of Directors of Cementos Argos S.A. for 11 years and of its Appointments and Remuneration Committee and ends his term on March 24, 2023.
Mauricio Ortega
He is a lawyer from Universidad Pontificia Bolivariana with specializations in Tax Law and Administrative Law from the same University, with extensive experience in the legal field for more than 30 years, advising public and private companies with emphasis on commercial and corporate law and science, technology and innovation entities. He has advised the structuring of national and international transactions in investment projects. Mauricio Ortega is also an arbitrator in commercial and civil law of the Chamber of Commerce of Medellín and a lawyer in contentious administrative, civil and commercial proceedings.