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Shareholders and Investors Channel

Canal Accionistas e Inversores

The board´s executive committees

Board committees

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EXECUTIVE COMMITTEE

(Article 15 of Regulation of the Board)

1. If there is one, the Executive Committee will be comprised by the number of directors established by the Board of Directors, complying with the requirements established in the Articles of Association.

2. The adoption of the appointment agreements regarding the Executive Committee will require the favorable vote of, at least, two thirds of the members comprising the Board of Directors.

3. Acting as:

    a. Chairperson of the Executive Committee, will be the Chairperson of the Board of Directors, as long as (i) he/she has been delegated all powers which can be delegated pursuant the provisions of the applicable     regulations or (ii) has been appointed as a member therein, subject to the provisions of section 2 above. In case the Chairperson of the Board of Directors does not comply with the abovementioned requirements,     said position will be selected by the Committee from among its members.

    b. The Vicechairperson of the Executive Committee, is the one appointed for the committee itself from among its members. In case of absence, impossibility or indisposition of the Committee Chairperson, he/she     will be replaced by the Vicechairperson of said Committee for the development of his/her responsibilities. 

    c. Secretary of the Executive Committee, Secretary of the Board of Directors (who if he/she is not a director, will have voice but no vote). In case of absence, impossibility or indisposition of the Secretary, he/she      will be replaced by the Vicesecretary of the Board of Directors for the development of his/her responsibilities.

4. The permanent delegation of powers by the Board of Directors in favor of the Executive Committee will include all powers of the Board of Directors, except those which cannot be delegated under the law and pursuant to the Articles of Association or those which cannot be delegated pursuant to this Regulation.

5. The Executive Committee will be convened by the Chairperson when he/she considers it necessary for the good governance of the Company.

6. In those cases in which, in the opinion of the Chairperson or the majority of the Executive Committee members, the importance of the matter thus advises it, the agreements adopted by the Executive Committee will be subject to ratification of the Board of Directors plenary.

The above will also be applicable regarding those matters which the Board of Directors has forwarded for their study to the Executive Committee reserving the final decision regarding said matters.

In any other case, the agreements adopted by the Executive Committee will be valid and binding without the need for subsequent ratification by the Board of Directors plenary.

7. The Executive Committee has to inform the Board of Directors regarding the treaties and the decisions adopted in its sessions. 

8. In everything that is not scheduled in the Articles of Association or in this article, the Executive Committee will regulate its own operation, applying, by default, the operational regulations established in regard to the Board of Directors, as long as they are compatible with the nature and purpose of this Committee. 

AUDIT AND CORPORATE GOVERNANCE COMMITTEE.

(Article 48 of Association and 16 Regulation of the Board)

1. The members of the Audit and Corporate Governance Committee will all be, non executive directors appointed by the Board of Directors. The majority of its members must be independent directors and one of them will be appointed taking into consideration their knowledge and experience in matters of accounting, audits or both.

As a whole the Committee members will have technical knowledge belonging to the sector of activity to which the Company belongs to.

2. The Audit and Corporate Governance Committee will be composed by a minimum of 3 and a maximum of 5 directors. The establishment of the number and their appointment corresponds to the Board of Directors.

The members of the Audit and Corporate Governance Committee will be elected for a maximum period of four years, being able to be reelected one or more times for periods with the same maximum duration.

3. The Chairperson of the Audit and Corporate Governance Committee will be appointed by the Board of Directors itself from among the corresponding Independent directors and must be replaced every four (4) years, being able to be reelected one a period of one (1) year since its termination.

4. The Audit and Corporate Governance Committee will likewise have a Secretary, who will be that of the Board of Directors, who, if not a director, will have a voice but not a vote. In case of absence, impossibility or indisposition of the Secretary, he/she will be replaced by the Vicesecretary of the Board of Directors, who will likewise have a voice but no vote.

5. He Audit and Corporate Governance Committee will hold a meeting, at least once a quarter and all the times that is necessary, prior notice of meeting by its Chairperson, by own decision or answering to the request of three (3) of its members or the Executive Committee.  

6.La Audit and Corporate Governance Committee will be considered as validly incorporated when concurring at the meeting, attending or represented, more than half of its members. Deliberations will be moderated by the Chairperson. To adopt agreements it will be necessary to have the favorable vote of the absolute majority of the attendants, present and represented and, in case a tie, the Chairperson vote will be decisive. Except stipulation to the contrary, the responsibilities of the Audit and Corporate Governance Committee are information and to provide proposals to the Board of Directors.

7. Without prejudice of other responsibilities that are assigned by the applicable law, the Articles of Association, Board of Directors Regulation, Audit and Corporate Governance Committee will have the following responsibilities: 

    a. Inform, through its Chairperson and/or its Secretary, the General Meeting regarding matters that are submitted to it pursuant to those subjects that are the are the responsibility of the Audit and Corporate              Governance Committee and, specifically, regarding the result of the audit, explaining how it has contributed to the integrity of the financial information that the committee has developed in said process.

    b. Supervise the efficiency of the systems and internal control units of the Company, such as internal audit and the risk management systems, as well as talking to the accounts auditor about the significant     weaknesses of the internal control system detected during the performance of the audit, all without affecting their independence. For said purposes, as the case may be, they can submit recommendations and     proposals to the Board of Directors and the corresponding period for their follow up.

    c. Supervise the preparation and submission process of the necessary financial information, and submit recommendations or proposals to the Board of Directors, with the purpose of safekeeping its integrity.

    d. Submit to the Board of Directors the selection, appointment, reelection and replacement proposals of the external auditor, as well as the contracting conditions and regularly collect information there from     regarding the audit plan and its execution, in addition to preserving its independence during the development of its responsibilities.

    e. In relation to the external auditor:

   (i) Establish the necessary relations with the external auditor to receive information regarding those questions that may represent a threat for its independence, to be examined by the committee as well as any     other related with the accounts audit development process and, when necessary, the authorization of services, different from those prohibited, under the conditions established in the applicable law, as well as all     those other communications scheduled in the account audit legislation and audit regulations.

    (ii) Yearly receive the declaration of its independence from the accounts auditor regarding the entity or entities which are directly or indirectly related to it, as well as detailed and individualized information of the     additional services of any type rendered and the corresponding fees received from said entities by the external auditor or by the people or entities related to it according to the provisions of the accounts auditing     activities regulating code.

    (iii)In case of resignation, examine the circumstances which have caused it.

    (iv)Ensure that the retribution for the position does not jeopardize neither its quality nor its independence.

    (v) Supervise that the Company communicates as a relevant fact to the CNMV the change of auditor and provides a declaration regarding the existence of disagreements with the exiting auditor and, if any, their     content.

    (vi) Ensure that a yearly meeting with the board of directors plenary is held to be informed about the work that has been performed as well as the evolution of the accounting situation and risks to the company.

    (vii) Ensure that the company and the external auditor comply with the regulation in effect regarding the provision of services other than auditing, the limits of the concentration of the auditor business and in     general, the remaining regulations regarding the independence of auditors

    f. Yearly issue, before the issuing of the accounts audit report, a report indicating an opinion about the independence of the accounts auditor. This report must contain, in any case, an assessment motivated by the     rendering of additional services mentioned in the previous section, individually and jointly taken into account, different from legal audit and regarding the independence system or the audit regulating code.

    g. Inform, previously, the board of directors about all matters scheduled under the Law, the Articles of Association and the Regulation and particularly, regarding:

      1.the financial information that the Company must make public periodically;

      2 the creation or acquisition of participations in special purpose entities or with registered address in countries or territories that are considered as tax havens; and

     3.the operations with related parties.

    h. Ensure the independence of the unit that assumes the internal audit procedure; inform regarding the selection, appointment, election and dismissal proposals of the internal service audit supervisor; propose the     budget of that service; approve the orientation and its business plans, ensuring that its activity is focused mainly towards the relevant risks of the company; receive periodic information regarding its activities; and     verify that the top management takes into account y the conclusions and recommendations of its reports.

    i. Review and prepare improvement proposals regarding the internal corporate governance of the Company, taking into consideration for this purpose the recommendations of good governance regarding general     recognition in international markets, with the purpose of complying with its mission of promoting the corporate interest and taking into account, as necessary, the legitimate interests of the remaining groups of     interest.

    j. Guide and supervise the Company action regarding matters of corporate social responsibility, reviewing the policies and ensuring that these are oriented to the creation of value.

    k. Supervise the compliance of the applicable regulation to the stock market behavior, and in particular, the Internal Code of Conduct.

    l. Report regarding the modification proposals of the Internal Code of Conduct.

    m. Supervise the regulation compliance and criminal prevention model operation, as well as applying the code of conduct and the penalty system in case those affected are board members.

8. Any member of the management team or Company personnel who is required for said purpose has the responsibility of attending the Audit and Corporate Governance Committee sessions and provide his/her cooperation and access the available information. The Audit and Corporate Governance Committee may also require for accounts auditors to attend its meetings. 

9. For the better fulfillment of its responsibilities, the Corporate Governance Committee can request the counseling of external professionals, for which purpose what is established under article 26 of this Regulation will be applicable. 

10.In everything that is not scheduled in the Articles of Association, the Regulation or in this article, the Audit and Corporate Governance Committee will regulate its own operation, applying, by default, the operational regulations established in regard to the Board of Directors, as long as they are compatible with the nature and purpose of this Committee.

APPOINTMENTS AND RETRIBUTIONS COMMITTEE

(Article 49 of Association and 17 Regulation of the Board)

1. The Appointments and Retributions Committee will be composed in its entirety by non executive directors appointed by the Board of Directors, two of which, at least, must be independent directors, appointed in relation to their knowledge and professional experience.

2. The Appointments and Retributions Committee will be composed by a minimum of 3 and a maximum of 5 directors. The establishment of the number and their appointment corresponds to the Board of Directors.

The members of the Appointments and Retributions Committee will be elected for a maximum period of four years, being able to be reelected one or more times for periods with the same maximum duration.

3. The Chairperson of the Appointments and Retributions Committee will be appointed by the Board of Directors from among the Committee members who have the condition of independent.

4. The Appointments and Retributions Committee will likewise have a Secretary, who will be that of the Board of Directors, who, if not a director, will have a voice but not a vote. In case of absence, impossibility or indisposition of the Secretary, he/she will be replaced by the Vicesecretary of the Board of Directors, who will likewise have a voice but no vote.

5. The Appointments and Retributions Committee will hold a meeting each time it is requested by the Board of Directors or its Chairperson requests the issuing of a report or the adoption of proposals and, in any case, whenever it is convenient for the good development of its responsibilities.

It will, in any case, hold a meeting once a year to prepare information regarding directors retributions.

The Appointments and Retributions Committee will hold a meeting, prior notice of meeting by its Chairperson, by own decision or answering to the request of three of its members or the Executive Committee.

6. The Appointments and Retributions Committee will be considered as validly incorporated when concurring at the meeting, attending or represented, more than half of its members. Deliberations will be moderated by the Chairperson. To adopt agreements it will be necessary to have the favorable vote of the absolute majority of the attendants, present and represented and, in case a tie, the Chairperson vote will be decisive. Except stipulation to the contrary, the responsibilities of the Appointments and Retributions Committee are informational and to provide proposals to the Board of Directors.

7. Regardless of other responsibilities assigned by the applicable regulations in force, the Articles of Association, the Regulation or the Board of Directors, the Appointments and Retributions Committee will have the following responsibilities:

    a. Assess the responsibilities, knowledge and experience necessary in the Board of Directors. For said purposes, it will define the necessary responsibilities and skills that candidates need to have to cover a     vacancy     and will assess the time and dedication necessary for the efficient development of their task 

    b. Establish a representation goal for the gender that has less presence in the Board of Directors and prepare guidance regarding how to reach said objective.

    c. Submit the appointment proposals to the Board of Directors (for their assignment by coopting or to be subject to the decision of the General Meeting) of the independent directors, as well as the proposals for     the reelection or dismissal of said directors by the General Meeting.

    d. Submit the appointment proposals (for their assignment by coopting or to be subject to the decision of the General Meeting) of the remaining directors, as well as the proposals for the reelection or dismissal by     the General Meeting.

    e. Inform regarding the appointment and dismissal proposals of the Vicechairpersons, Secretary and Vice secretary of the Board of Directors.

    f. Inform regarding the appointment and dismissal proposals of top management and the basic conditions of their contracts.

    For the purposes of this Regulation, top management will be understood as those directors who have direct dependency from the Board of the Chief Executive Office, if any, and, in all cases, the internal audit     supervisor of the Company.

    g. Propose to the Board of Directors the retribution policies for directors and general managers or those developing the positions of top management under the direct dependence of the Board of Directors, of     executive committees or chief executive officers, as well as the individual retribution and other contractual conditions of the executive directors, ensuring their compliance.

    h. Periodically review the retribution programs, particularly of top management and the management team, pondering their adequacy and performance.

    i. Organize and perform the annual assessment of the Board of Directors Chairperson, under the management and boost of the Coordinating Director, informing the Board of Directors.

    j. Review and organize the replacement of the Board of Directors Chairperson and the first executive of the Company and, as the case may be, prepare proposals for the Board of Directors regarding said     replacement so that it takes place in an organized and planned fashion. 

    k. Report to the Board of Directors regarding the cases of default from the responsibilities established under art. 54 of the Articles of Association.

    l. Yearly inform the Board of Directors regarding the assessment of the Board itself.

8. In everything that is not scheduled in the Articles of Association or in this article, Appointments and Retributions Committee will regulate its own operation, applying, by default, the operational regulations established in regard to the Board of Directors, as long as they are compatible with the nature and purpose of this Committee.

Show Executive Committee table

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Name Post

Mr. Manuel Manrique Cecilia

Chairman

Prilou, S.L. (represented by Mr. José Manuel Loureda Mantiñán)

Director

Don Demetrio Carceller Arce

Director

Mr. Don Juan María Aguirre Gonzalo

Director

Mr. Augusto Delkader Teig

Director

Don Miguel Ángel Rielves Pilas

Secretario (no Vocal)

Don Alfonso Aguirre Díaz- Guardamino

Secretario (no Vocal)

Audit and Good Governance Committee

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Name Post

Mrs. Isabel Martín Castella

Chairman

Grupo Satocán Desarrollos, S.L. (represented by Mr. Juan Miguel Sanjuán Jover)

Director

Mrs. María Jesús de Jaén Beltrá

Director

Mr. José Joaquín Güell Ampuero

Director

Mr. Juan María Aguirre Gonzalo

Director

Don Miguel Ángel Rielves Pilas

Secretario (no Vocal)

Don Alfonso Aguirre Díaz- Guardamino

Secretario (no Vocal)

Appointments and Remuneration Committee

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Name Post

Mr. Augusto Delkader Teig

Chairman

Mr. Demetrio Carceller Arce

Director

Prilou, S.L. (represented by Mr. José Manuel Loureda Mantiñán)

Director

Grupo Corporativo Fuertes, S.L. (represented by Mr. Tomás Fuertes Fernández)

Director

Mr. Miguel Ángel Rielves Pilas

Secretario (no Vocal)

Mr. Alfonso Aguirre Díaz- Guardamino

Secretario (no Vocal)

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