The Board of Directors of Euskaltel, S.A. hereby calls the shareholders to an Extraordinary General Meeting of Shareholders to be held at the registered office (located in Derio (Biscay), at Parque Tecnológico-Teknologi Elkartegia, Edificio 809), on 10 July 2019 at 12:00 on first call, or if the required quorum is not met then on second call, the next day, 11 July 2019, at the same place and time.
The Basque Government, through Ihobe, its environmental management agency, has issued a certificate that accredits that the General Meeting of Shareholders of the Company has met the criteria of the Erronka Garbia seal of event environmental sustainability in the Basque Country.
2019 General Meeting of Shareholders
The Board of Directors of EUSKALTEL, S.A. hereby calls the shareholders to an General Meeting of Shareholders to be held at the registered office (located in Derio (Biscay), at Parque Tecnológico-Teknologi Elkartegia, Edificio 809), on 1 April 2019 at 12:00 on first call , or if the required quorum is not met then on second call, the next day, 2 April 2019, at the same place and time.
The Basque Government, through Ihobe, its environmental management agency, has issued a certificate that accredits that the General Meeting of Shareholders of the Company has met the criteria of the Erronka Garbia seal of event environmental sustainability in the Basque Country.
2018 General Meeting of Shareholders
The Board of Directors of EUSKALTEL, S.A. hereby calls the shareholders to an Ordinary General Shareholders' Meeting to be held at the registered office (located in Derio (Biscay), at Parque Tecnológico-Teknologi Elkartegia, Edificio 809), on 1 June 2018 at 12:00 on first call , or if the required quorum is not met then on second call, the next day, 2 June 2018, at the same place and time.
The Basque Government, through Ihobe, its environmental management agency, has issued a certificate that accredits that the General Meeting of Shareholders of the Company has met the criteria of the Erronka Garbia seal of event environmental sustainability in the Basque Country.
2017 General Meeting of Shareholders
The Board of Directors of EUSKALTEL, S.A. hereby calls the shareholders to an Ordinary General Shareholders' Meeting to be held at the registered office (located in Derio (Biscay), at Parque Tecnológico-Teknologi Elkartegia, Edificio 809), on 26 June 2017 at 12:00 on first call, or if the required quorum is not met then on second call, the next day, 27 June 2017, at the same place and time.
The Basque Government, through Ihobe, its environmental management agency, has issued a certificate that accredits that the General Meeting of Shareholders of the Company has met the criteria of the Erronka Garbia seal of event environmental sustainability in the Basque Country.
2016 General Meeting of Shareholders
The Board of Directors of EUSKALTEL, S.A. hereby calls the shareholders to an Ordinary General Shareholders' Meeting to be held at the registered office (located in Derio (Biscay), at Parque Tecnológico-Teknologi Elkartegia, Edificio 809), on 27 June 2016 at 12:00 on first call, or if the required quorum is not met then on second call, the next day, 28 June 2016, at the same place and time.
The Board of Directors is attributed with the broadest powers to administer and represent the Company, approve the Company strategy and the necessary organisation so that it can be put into practice, as well as supervising and controlling the senior management to ensure compliance with the objectives set out and respect for the Company?s corporate purpose and interest.
The plenary session of the Board of Directors reserves competence to approve the Company?s general policies and strategies and, in particular, (i) the strategic or business plan, as well as the annual management objectives and budget; (ii) the investment and finance policy; (iii) the definition of the structure of the group of companies; (iv) the corporate governance policy; (v) the corporate social responsibility policy; (vi) the risks control and management policy, including those relating to taxation, as well as the periodic monitoring of the internal information and control systems; (vii) the dividends policy, the treasury stock policy and, in particular, their limits.
The Board of Directors entrusts the ordinary management to the Chairman, the CEO and the Management Team, as well as the general dissemination, coordination and implementation of the Company?s management policies and guidelines, so that it can focus on defining, supervising and monitoring the general policies, strategies and guidelines to be followed by the Company and its group.
All of the members of the Board of Directors are external Directors except for the CEO, Mr. José Miguel García Fernández, who is executive Director.
Mr. José Ángel Corres Abasolo is independent director and Vice-Chairman of the Board of Directors.
MEMBERS
OFFICE
CATEGORY
DATE OF FIRST APPOINTMENT
Mr. Xabier Iturbe Otaegi
Non Executive Chairman
External
2019-10-29
Mr. José Miguel García Fernández
CEO
Executive
2019-07-10
Mr. José Ángel Corres Abasolo
Vice-Chairman
Independent
2013-03-08
Mr. Eamonn O'Hare
Member
Proprietary
2019-07-10
Mr. Robert Samuelson
Member
Proprietary
2019-07-10
Kartera 1, S.L., representated by Ms. Alicia Vivanco González
Member
Proprietary
2016-06-27
Mr. Luis Ramón Arrieta Durana
Member
Proprietary
2017-06-26
Corporación Financiera Alba, S.A., representated by Mr. Javier Fernández Alonso
Member
Proprietary
2018-06-01
Ms. Belén Amatriain Corbi
Member
Independent
2015-03-31
Mr. Iñaki Alzaga Etxeita
Member
Independent
2015-03-31
Ms. Elisabetta Castiglioni
Member
Independent
2016-06-27
Mr. Miguel Ángel Lujua Murga
Member
Independent
2016-06-27
Mr. Jon James
Member
Independent
2017-06-26
Mr. José Ortiz Martínez
Non-Director Secretary
2019-11-27
Mr. Gonzalo Silveiro Regulez
Non-Director Vice-Secretary
2018-07-01
Shareholding interest of the Board of Directors
The stake of each of the Board Members in the Euskaltel, S.A., share capital, none of whom holds share options of the Company, are listed below.
MEMBERS
OFFICE
CATEGORY
DIRECT VOTING RIGHTS
INDIRECT VOTING RIGHTS
%
Mr. Xabier Iturbe Otaegi
Non Executive Chairman
External
3,000
0
0.002%
Mr. José Miguel García Fernández
CEO
Executive
0
23,810
0.013%
Mr. José Ángel Corres Abasolo
Vice-Chairman /Consejero Coordinador
Independent
0
0
0.000%
Mr. Eamonn O'Hare
Member
Proprietary
0
0
0.000%
Mr. Robert Samuelson
Member
Proprietary
0
0
0.000%
Kartera 1, S.L., represented by Ms. Alicia Vivanco González
Member
Proprietary
0
0
0.000%
Mr. Luis Ramón Arrieta Durana
Member
Proprietary
2,900
0
0.002%
Corporación Financiera Alba, S.A., representated by Mr. Javier Fernández Alonso
Member
Proprietary
0
17,904,785
10.023%
Ms. Belén Amatriain Corbi
Member
Independent
3,000
0
0.002%
Mr. Iñaki Alzaga Etxeita
Member
Independent
3,000
0
0.002%
Ms. Elisabetta Castiglioni
Member
Independent
0
0
0.000%
Mr. Miguel Ángel Lujua Murga
Member
Independent
3,000
0
0.002%
D. Jon James
Vocal
Independiente
0
0
0.000%
Board of Directors
Mr. XABIER ITURBE OTAEGI
Non Executive Chairman of the Board of Directors of Euskaltel, S.A.
External Director
Mr. Xabier Iturbe has a degree in Economics and Business Studies from Deusto University and an MBA with a finance speciality from the Stern School of Business at New York University. He has held management positions in leading companies in both the telecommunications and finance industries and for more than 10 years he has held top-level positions on the Boards of Directors of different entities and institutions representing the Basque Country (Chairman, Vice-Chairman, member, board member, etc.), and different sectors (finance, technology, foundations, etc.). This has given him excellent knowledge of the wider telecommunications industry, of Euskaltel, and of the financial world, as well as experience in coordinating and managing complex Boards of Directors. Mr. Iturbe is also very knowledgeable about the Basque Country and its institutions. Over the years, he has developed an international vision because of his education in the United States and his professional links to financial institutions and within Euskaltel itself. He has regularly taken part in and coordinated teams whose purpose was to define the strategic position of the companies and entities he has served and continues to serve.
Mr. JOSÉ MIGUEL GARCÍA FERNÁNDEZ
CEO
Executive Director
Mr. José Miguel García began his career as a telecommunications and technology consultant at Lincoln Scott International (Australia). Over the last 30 years he has undertaken the role of CEO in 16 different countries including in Australia, Europe, South America and the USA. In 2018 he successfully took part in the acquisition of SQRRL and Briefcam by Amazon and Canon, respectively. In 2016 and 2017 he was a board member and vice-chairperson for the Millicon Group and a strategy consultant at the Orange Group (having been hired directly by the deputy CEO) in the transformation of European business units to the fixed-mobile convergence offering. He was CEO of Jazztel, the Spanish telecommunications company, from 2006 to 2015. Before he joined Jazztel in 2006, Mr García worked mainly at Cable & Wireless, where his roles included: CEO of Spain and Portugal, executive vice-chairman in Europe, CEO in Panama and managing director in the UK and Ireland. Prior to these roles, he was executive chairman and CEO in Spain and Portugal of Case Technology, a company that he co-founded and subsequently managed through its acquisition by Cable & Wireless, Plc. in 2000. He has also been a strategic investor and advisory board member to several start-ups around the world over the last 25 years. He has a degree in electrical and electronic engineering and a master's degree in digital communications from Monash University in Melbourne.
Mr. JOSÉ ÁNGEL CORRES ABASOLO
Vice-Chairman of the Board of Directors of Euskaltel, S.A.
Independent Director
Mr. Corres was appointed as independent director of Euskaltel in 2013. In 2010 he was named President of the Chamber of Commerce, Industry and Navigation of Bilbao, a position which he holds until this date. His previous professional experience includes positions in the Basque government as head of the group of "Ports of General Interest" and advisor to the Basque government representatives in the Port of Bilbao. In 1996 he was appointed President of the Port Authority of Bilbao and he held the position until 2009. In addition, he was a member of the Board of Directors of Bilbao Ría 2000 for thirteen years. He has a degree in Economics and Business from the Commercial University of Deusto and also studied in the Maritime Economics and Logistics Institute of Bremen.
BOARD MEMBER
POSTS
Mr. José Ángel Corres Abasolo
Chairman of the Bilbao Chamber of Commerce.
Chairman of Bilbao Air.
Chairman of Bilbao Maritime Museum.
Member of the Board of Directors and Executive Committee of the Spanish Chamber of Commerce.
Mr. EAMONN O'HARE
Member of the Board of Directors of Euskaltel, S.A.
Proprietary Director
Eamonn O'Hare holds a degree in Aerospace Engineering from Queen's University in Belfast and an MBA from the London Business School. He has held positions as a Board and executive member in some of the world's fastest growing technology and consumer companies. He is currently chairman and CEO of Zegona Communications, Plc, a telecommunications, media and technology (TMT) company listed on the London Stock Exchange.
From 2009 to 2013 he served as Chief Financial Officer and member of the Board of Directors of Virgin Media, a leading UK entertainment and communications company. He also serves as a non-executive director on the Board of Directors of Dialog Semiconductor, Plc, a leading consumer technology company that provides critical components for the world's most successful mobile device brands. He was also Chairman of the Audit Committee at Dialog Semiconductor from 2014 to 2015. Eamonn O'Hare was also executive director on the Board of Directors and Audit Committee of Tele2, a major European telecommunications company in the Nordic and Baltic countries.
Mr. ROBERT SAMUELSON
Member of the Board of Directors of Euskaltel, S.A.
Proprietary Director
Mr. Robert W. Samuelson was appointed a Euskaltel Director in July 2019. Mr Samuelson began work in the field of industry and engineering with British Aerospace and Royal Ordnance. Subsequently, he was a consultant at Arthur D. Little Ltd, becoming a lead director of the European Corporate Finance team. From 2000 to 2010 he was with the Virgin Group, where he became Managing Partner, Telecoms & Media, responsible for Virgin's telecommunications/media interests worldwide and was a member of the Group Strategy Committee, the body charged with overseeing all major new investments across the Virgin Group. He subsequently moved to Virgin Media in 2011 as Executive Director Group Strategy and was centrally involved in the continued development of the business and its subsequent sale to Liberty Global in 2013. In 2015, with Mr Eamonn O'Hare, he founded Zegona Communications PLC, where he is Chief Operating Officer and an Executive Director. He holds a Master's Degree in Natural Sciences from Cambridge University and took an MBA at Cranfield University (Cranfield School of Management).
KARTERA 1, S.L., representated by Ms. Alicia Vivanco González
Member of the Board of Directors of Euskaltel, S.A.
Proprietary Director
Kartera 1, S.L. was incorporated as a limited company under the name of Kartera 1, S.A. on 30 July 1993, pursuant to the deed executed by José Antonio Isusi Ezcurdia, Notary Public of Bilbao, and entered as attested document number 2943 in his records. It was subsequently transformed into a limited liability company on 23 March 1999 by means of the deed executed by the aforementioned Notary Public, Mr. Isusi Ezcurdia, and entered as attested document number 826 in his records. This latest deed is entered in the Bizkaia Trade Registry, in volume BI-6559, book 0, folio 25, page BI-5126-A, 9th entry. Its tax number is B-48563506 and its registered office is at Gran Vía numerous 30-32, 48009 Bilbao (Bizkaia).
Alicia Vivanco González, the individual representing Kartera 1,S.L. and proposed to exercise the post of board member of the Euskaltel Board of Directors, was born in Valle de Trápaga -Trapagaran (Bizkaia) in 1960. She graduated in Economics from the University of the Basque Country. Ms. Vivanco joined Euskaltel's Board of Directors in 2003, at the time as representative of Bilbao Bizkaia Kutxa (BBK). She has also been a managing director of Kutxabank, S.A. since 2012, where she leads Project Finance and Subsidiary Companies departments. She is also a director of other Kutxabank's subsidiaries including Deoleo, Ingeteam, IdE, Ibermatica, Talde and ´ Sociedad Promotora Bilbao Gas Hub (where she is also Chairman). Her previous professional experience was mainly developed in the financial entity BBK, which she joined in 1984, working in different departments: International Affairs, Portfolio Management and Capital Markets. She was named Managing Director of BBK in 2009.
Mr. LUIS RAMÓN ARRIETA DURANA
Member of the Board of Directors of Euskaltel, S.A.
Proprietary Director
Luis Ramón Arrieta Durana was born in Maeztu (Álava) in 1957. He graduated with a science degree (Industrial Chemistry) from Valladolid University and has a PhD in Financial Economics from the Autónoma University of Madrid. He rounded off his training at different business schools including INSEAD, IESE and Deusto Business School. His professional career has mainly been in the banking sector. In particular, Mr. Arrieta Duran has held the posts of Managing Director of Finanzia Banco de Crédito, S.A and BBVA E-Commerce, along with the posts of Assistant Executive Vice President of BBVA and Territorial Director of BBVA for the Basque Country and Cantabria, all within the BBVA Group. He has also been linked to the university training sector: he was the General Manager of Deusto University from 2007 to 2012. He has been a member of the Board of Directors of companies of the ilk of Gamesa, S.A., Norpension, Solium, Terra Network, S.A., Mobipay Internacional, Portal Gas Natural, S.A and Hotelnet B2B, S.A.
BOARD MEMBER
POSTS
Mr. Luis Ramón Arrieta Durana
Member of the Board of the Foundation "Instituto de Selección Escolar de Vizcaya".
CORPORACIÓN FINANCIERA ALBA, S.A., representated by Mr. Javier Fernández Alonso
Member of the Board of Directors of Euskaltel, S.A.
Proprietary Director
Corporación Financiera Alba, S.A. is a company incorporated for an indefinite period of time under the name Cementos Alba, S.A., through instrument made public on 9 November 1953 before former notary public of Madrid, Mr Manuel Amorós Gozálbez, bearing number 2920 of his records; subsequently modified to change its name to the current name by instrument issued on 29 September 1986 authorised by the notary public of this capital city, Mr Rafael Ruiz Gallardón, bearing number 2813 of his records; its bylaws were adapted to the Corporations Act through instrument issued before the notary public of Madrid, Mr Luis Coronel de Palma, on 13 July 1,990, bearing number 3599 of his records, supplemented by another instrument likewise issued before the same notary public on 15 October 1990, bearing number 4723, and transcribing the consolidated text of the new bylaws. This was entered in the Trade Register of Madrid, General Volume 417, page 196, sheet number M-8078, 261st entry.
It is entered in the Trade Register of Madrid, General Volume 417, page 196, sheet number M-8078, 261st entry. It bears Tax ID Code A-28060903 and is domiciled at 28006 Madrid, calle de Castelló, nº 77, 5th floor.
Mr Javier Fernández Alonso, the individual representing Corporación Financiera Alba, S.A., proposed to exercise the position of director on the Board of Directors of Euskaltel, was born in Bilbao on 15 August 1977.
He is a graduate in Business Administration and Management from the Universidad de Deusto.
He spent part of his career as advisor on mergers and acquisitions in Goldman Sachs International (London) and ABN Amro Corporate Finance (Madrid), where he rose to the position of Associate Director.
Moreover, he holds the positions of Investments Manager and member of the Management Committee at Corporación Financiera Alba, S.A., likewise forming part of both Investments and Investors? Committees of Artá Capital SGECR S.A.
BOARD MEMBER
POSTS
Mr. Javier Fernández Alonso
Members of the Board of Directors of Ebro Foods, S.A.
Ms. BELÉN AMATRIAIN CORBI
Member of the Board of Directors of Euskaltel, S.A.
Independent Director
Ms. Amatriain was appointed a director of Euskaltel in March 2015. She is currently an independent director of EVO Banco, S.A.U. Her previous professional career includes positions as Corporate Marketing Officer at Telefónica, S.A. from 2009 to 2012, CEO of Telefónica España from 2008 to 2009, CEO of Telefónica Móviles España from 2005 to 2007 and Chair and CEO of Telefónica Publicidad e Información. She graduated in Law from the Pontificia de Comillas University in Spain.
BOARD MEMBER
POSTS
Ms. Belén Amatriain Corbi
Member of the Board of Directors of Amacor Gestión Inmobiliaria, S.L.
Member of the Board of Directors of EVO Banco, S.A.U.
Member of the Board of Directors of Capital Radio Economía, S.L.
Member of the Board of Directors of Prim, S.A.
Mr. IÑAKI ALZAGA ETXEITA
Member of the Board of Directors of Euskaltel, S.A.
Independent Director
Mr. Alzaga was appointed as independent director of Euskaltel in March 2015. He joined the Company in 1998 and developed his career until 2005 holding positions as Business Manager, Manager of Strategy and Business Development and member of the Managers Committee. Since 2005 he has also been President and CEO of Grupo Noticias. His previous professional career includes a position as General Manager of Editorial Iparraguirre, S.A. and a 12-year career in PricewaterhouseCoopers (Birmingham and San Sebastian desks).
BOARD MEMBER
POSTS
Mr. Iñaki Alzaga Etxeita
Chairman of Compañía Multimedia del Norte, S.L.
Chairman of Editorial Iparraguirre, S.A.
Ms. ELISABETTA CASTIGLIONI
Member of the Board of Directors of Euskaltel, S.A.
Independent Director
Elisabetta Castiglioni joined the Euskaltel Board in June 2016. After developing her career in the world of telecommunications, working for operators (MCI Worldcom) and for manufacturers (Siemens), she currently offers advisory and consultancy services to different media and technological companies around the world, including clients of the ilk of the BBC, ITV, BSkyB, SABC, Rai, Mediaset, SkyItalia, Mediacorp Singapore, Cox, New York Times, Corus Entertainment, The Globe and Mail, StarTV, Times of India and ProsiebenSat1.
Mr. MIGUEL ÁNGEL LUJUA MURGA
Member of the Board of Directors of Euskaltel, S.A.
Independent Director
Miguel Ángel Lujua Murga joined the Euskaltel Board in June 2016. Over the last thirty years, his career has focused on making different organisations more efficient, by managing the teams and people working under his responsibility. At institutional level, he was Chair of the Basque Business Confederation (Confebask) from July 2011 to July 2015 and was a member of the Executive Committee and of the Management Board of the Spanish Confederation of Employers' Organisations (CEOE) and deputy chairman of Innobasque. Miguel Ángel also belonged to the Management Board of the Bizkaia Business Confederation (Cebek) and has been Chair of the Basque Foundation for Excellence (Euskalit). In 2015, he was appointed Chief Executive Officer of the IMQ Group.
BOARD MEMBER
POSTS
Mr. Miguel Ángel Lujua Murga
Chief Executive Officer of the Igualmequisa, S.A. Group
D. JON JAMES
Vocal del Consejo de Administración de Euskaltel, S.A.
Consejero Independiente
D. Jon James fue nombrado Consejero de Euskaltel en el año 2017. Los inicios del Sr. James en el mundo laboral tuvieron lugar en el ámbito de la tecnología, de la multimedia y de las telecomunicaciones, con puestos ejecutivos en diferentes compañías del Reino Unido pertenecientes a dicho sector. En el año 2007, se incorporó a Virgin Media, donde fue Director de Estrategia y Director de Televisión. Tras 7 años en Virgin Media, en el año 2014 se incorporó a Com Hem, principal operador de cable de Suecia, donde fue Director de Operaciones, responsabilizándose del mercado residencial. Desde marzo de 2017, el Sr. James es Consejero Delegado de Tele2 Netherlands. Es licenciado en Economía e Historia por la Universidad de Cambridge.
Mr. JOSÉ ORTIZ MARTÍNEZ
Non-Board Member Secretary
Mr José Ortiz has extensive experience in Corporation Law and consultancy for Boards of Directors. From 2004 to 2015, he was Director-General Secretary of Jazztel. Previously, he was Director and General Secretary to the Board of Telepizza. He graduated Law from the Universidad Complutense de Madrid.
Mr. GONZALO SILVEIRO REGULEZ
Non-Board Member Deputy Secretary
Mr Gonzalo Silveiro forms part of the Euskaltel workforce, which company he joined in 2000. Since 2015, he has been Governance Body and Corporate Governance Manager as a specialist in different areas of Corporate and Business Law, particularly involving mergers and acquisitions, commercial contracts and the securities market. He is a Law graduate from the University of Deusto.
The Board of Directors has three Committees:
- Audit and Control Committee.
- Appointments and Remuneration Committee.
- Strategy Committee.
Neither Committee has executive functions and they act as informative and consultation bodies, with reporting, advisory and proposal powers within their scope of action, which are governed by the provisions of the Company Articles of Association and in their own internal Regulations (Audit and Control Committee Regulations, Appointments and Remuneration Committee Regulations and Strategy Committee Regulations).
Their main task is to assist, report and make proposals to the Board of Directors on the issues which are assigned to them at each time by the Company Articles of Association, the Board Regulations and their own Regulations.
Composition
The Audit and Control Committee shall be composed of a minimum of three (3) and a maximum of seven (7) directors appointed by the Board of Directors itself and who must be external directors.
A majority of the members of the Audit and Control Committee shall be independent and shall be appointed, particularly as regards its chair, taking into account their knowledge and experience in accounting, auditing or risk management.
The members of the Audit and Control Committee as a whole must also have pertinent technical knowledge relating to the industry to which the Company belongs
It is currently made up of the following persons:
MEMBERS
OFFICE
CATEGORY
Mr. José Ángel Corres Abasolo
Chairman
Independent
Mr. Robert Samuelson
Member
Proprietary
Kartera 1, S.L., represented by Ms. Alicia Vivanco González
Member
Proprietary
Corporación Financiera Alba, S.A., representated by Mr. Javier Fernández Alonso
Member
Proprietary
Mr. Iñaki Alzaga Etxeita
Member
Independent
Ms. Elisabetta Castiglioni
Member
Independent
Mr. Jon James
Member
Independent
Functions
The Audit and Control Committee is attributed the following functions:
Report to the General Meeting of Shareholders about the issues which are put forward by the shareholders on matters within its competence.
Supervise the effectiveness of the internal control of the Company and its Group, as well as its risk management systems, including those relating to taxation.
Analyse with the external auditors the possible significant weaknesses in the internal control system detected in the audit.
Supervise the process to prepare and present the regulated financial information.
Propose to the Board of Directors to be submitted to the General Meeting of Shareholders the appointment, re-election or substitution of the external accounts auditor in accordance with the applicable regulations, as well as the conditions for their contracting and regularly obtain from it information about the audit plan and its performance, as well as preserving its independence in the performance of its functions.
Supervise the activity of the Company?s internal audit.
Establish the appropriate relations with the external accounts auditors in order to receive information about those issues which may harm their independence, to be examined by the Committee, and any others relating to the process to perform the accounts audit, as well as those other communications set out in the account auditing legislation and in the audit regulations.
Annually issue, before the issue of the account audit report, a report stating an opinion about the independence of the external audits and summarising the activities of the Committee. This report must under all circumstances deal with the provision of the additional services referred to in the previous section considered individually and as a whole, apart from the legal audit and in relation to the regime of independence or the audit regulations.
Report in advance to the Board of Directors about all issues set out in the law, the Company Articles of Association and the Board of Directors Regulations and, in particular, about:
the financial information which the Company has to periodically publish;
the creation or acquisition of holdings in special purpose entities or those domiciled in countries or territories considered tax havens;
the operations with related parties and
about the economic conditions and the accounting impact of the structural and corporate modification operations planned by the Company and, in particular, for the proposed exchange ratio.
The Appointments and Remuneration Committee shall be composed of a minimum of three (3) and a maximum of seven (7) directors appointed by the Board of Directors itself upon a proposal of the Chair of the Board and who must be external directors.
A majority of the members of the Appointments and Remuneration Committee shall be independent directors and shall be appointed while endeavouring to ensure that they have the knowledge, skill and experience appropriate for the duties they are called upon to perform.
It is currently made up of the following persons:
MEMBERS
OFFICE
CATEGORY
Mr. Miguel Ángel Lujua Murga
Chairman
Independent
Mr. Eamonn O'Hare
Vocal
Proprietary
Mr. Luis Ramón Arrieta Durana
Vocal
Proprietary
Corporación Financiera Alba, S.A., representated by Mr. Javier Fernández Alonso
Vocal
Proprietary
Mr. José Ángel Corres Abasolo
Vocal
Independent
Ms. Belén Amatriaín Corbi
Vocal
Independent
Mr. Iñaki Alzaga
Vocal
Independent
Functions
The Appointments and Remuneration Committee is assigned the following basic functions:
To assess the competences, knowledge and experience necessary on the Board of Directors. For these purposes, it will define the functions and skills necessary in the candidates who are to cover each vacancy and assess the time and dedication necessary so that they can effectively perform their duties.
Establish a representation goal for the less represented gender on the Board of Directors and prepare guidelines on how to achieve said goal.
Take to the Board of Directors the appointment proposals for independent directors to be designated by co-optation or to be submitted to the decision of the General Meeting of Shareholders, as well as the proposals for the re-election or dismissal of said directors by the General Meeting of Shareholders.
Report the appointment proposals to the other directors for their designation by co-optation or to be submitted to the decision of the General Meeting of Shareholders, as well as the proposals for their re-election or dismissal by the General Meeting of Shareholders.
Report the appointment and dismissal proposals of senior managers and the basic conditions of their contracts.
Examine and organise the succession of the chairperson of the Board of Directors and of the Company?s chief executive and, if applicable, formulate proposals to the Board of Directors so that said succession takes place in an orderly and planned manner.
Propose to the Board of Directors the remuneration policy for the directors and the general managers or those who perform senior management functions reporting directly to the Board, of executive committees or of chief executives, as well as the individual remuneration and other contractual conditions of the executive directors, ensuring it is followed.
Appointments and Remunerations Committee Regulations
The Strategy Committee shall be composed of a minimum of three (3) and a maximum of seven (7) directors appointed by the Board of Directors itself upon a proposal of the Chair of the Board and who must be external directors.
A majority of the members of the Strategy Committee shall be independent directors and shall be appointed while endeavouring to ensure that they have the knowledge, skill and experience appropriate for the duties they are called upon to perform.
It is currently made up of the following persons:
MEMBERS
OFFICE
CATEGORY
Mr. Iñaki Alzaga
Chairman
Independent
Mr. Robert Samuelson
Member
Proprietary
Kartera 1, represented by Ms. Alicia Vivanco González
Member
Proprietary
Corporación Financiera Alba, S.A., representated by Mr. Javier Fernández Alonso
Member
Proprietary
Ms. Belén Amatriaín Corbi
Member
Independent
Mr. José Ángel Corres Abasolo
Member
Independent
Mr. Jon James
Member
Independent
Functions
The Strategy Committee shall have the following basic duties:
Evaluate and propose to the Board of Directors strategies for diversifying the business of the Company, based on its industry, its expected performance, the applicable regulatory framework, and the Company?s resources, abilities and potential for development and growth.
Submit to the Board of Directors new investment opportunities, formulating alternatives for investment in assets that entail a long-term increase in the value of the Company.
Study and propose recommendations or improvements to strategic plans that are from time to time submitted to the Board of Directors, in light of the Company?s competitive position.
(iv) On an annual basis, issue and submit to the Board of Directors a report that contains the proposals, evaluations, studies and work performed by the Strategy Committee with respect to the above matters.
