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 Chairman, Mr. Alberto García Erauzkin, and the CEO, Mr. Francisco Arteche Fernández-Miranda, who are executive Directors.
Mr. José Ángel Corres Abasolo is the Lead Independent Director, attributed the functions set forth in article 18.4 of the Board of Directors Regulations.
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.
Mr. ALBERTO GARCÍA ERAUZKIN
- Chairman of the Board of Directors of Euskaltel, S.A.
Executive Director
Mr. Erauzkin joined Euskaltel in 1998 as Chief Financial Officer and controller. He was appointed Chief Executive Officer ("CEO") in 2000 and promoted to Chairman of the Company in December 2011. His previous professional experience includes auditing and consulting at Arthur Andersen and Audihispana, as well as economic and financial management at Heraclio Fournier and Corporación Patricio Echeverría. His is a member of the Official Accounting Registry (Registro Oficial de Auditores de Cuentas) and Auditing Institute of Certified Public Accountants (Instituto de Auditores-Censores Jurados de Cuentas). Furthermore, he is also a member of the governing boards of various institutions. He has a degree in Economics and Business Administration from the University of Deusto.
| BOARD MEMBER |
POSTS |
| Mr. Alberto García Erauzkin |
Vice-Chairman of the Board of the BBK Foundation
Vice-Chairman of Orkestra - the Basque Institute of Competitiveness.
Board Member of ITP
Board Member of APD, the Association for the Progress of Management - Northern Area.
Patron of the Novia Salcedo Foundation.
Member of the Advisory Council of MIK Centre of Innovation in Management (Mondragón Innovation & Knowledge).
Representative of Euskaltel, S.A. on the Board of the Bilbao Guggenheim Museum.
Representative of Innobasque on the Board of the Ikerbasque Foundation.
|
Mr. FRANCISCO MANUEL ARTECHE FERNÁNDEZ-MIRANDA
- CEO of the Board of Directors of Euskaltel, S.A.
Executive Director
Francisco Arteche graduated in Industrial Engineering from the University of Navarra in San Sebastián and has an MBA from the IESE Business School in Barcelona. With a long and prolific career behind him, he has held executive posts in the technology sector for 20 years and he spent the last eleven years at Microsoft, the world leader in applications and software. Prior to joining Euskaltel, he was the General Manager of the Microsoft Ibérica Consumer Channel Group, a company which he joined as Director of the Entertainment & Devices Division for Central and Southern Europe and, subsequently, for the whole of Western Europe. Previously, he had been the General Manager of Electronic Arts (EA Software) for Spain and Portugal, where he worked for seven years.
| BOARD MEMBER |
POSTS |
| Mr. Francisco Manuel Arteche Fernández-Miranda |
Member of the ICA (Institute of Corporate Directors)
Chair of the ADESE (Spanish Association of Software Manufacturers and Developers) sectoral association.
|
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.
Vice-Chairman of Athletic Club.
Chairman of Bilbao Air.
Chairman of Bilbao Maritime Museum.
Member of the Board of Directors and Executive Committee of the Spanish Chamber of Commerce.
|
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. She has a degree in Economics from the University of the Basque Country.
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.
|
D. ROBERT W. SAMUELSON
- Vocal del Consejo de Administración de Euskaltel, S.A.
Consejero Dominical
D. Robert W. Samuelson fue nombrado Consejero de Euskaltel en el año 2017. Los inicios del Sr. Samuelson en el mundo laboral tuvieron lugar en el ámbito de la industria y la ingeniería, de la mano de British Aerospace y Royal Ordnance. Posteriormente, el Sr. Samuelson trabajó como consultor en Arthur D. Little Ltd. En el año 2000 se incorporó al Grupo Virgin, donde ha ejercido diversas responsabilidades. En enero de 2015, fundó Zegona Communications PLC, donde ejerce el cargo de director de operaciones y director ejecutivo. Entre otros cargos, el Sr. Samuelson es miembro del Consejo de Administración de Virgin Mobile Canada, Virgin Mobile France y Virgin Mobile South Africa. Adicionalmente, forma parte de la Comisión de Estrategia del Grupo Virgin, órgano encargado de proponer nuevas alternativas de inversión u operaciones societarias o corporativas. Obtuvo un Master's Degree en Ciencias Naturales por la Universidad de Cambridge y cursó un MBA en la Universidad de Cranfield (Cranfield School of Management).
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. LUIS ALBA FERRÉ
- Non-Board Member Secretary
Mr Luis Alba is a Business Division Partner of the Cuatrecasas Bilbao office. He has extensive experience in the acquisition of companies, mergers, corporate group restructuring and receivership procedures. He graduated Law from the University of Deusto.
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.
