The Board of Directors of Euskaltel, S.A. has resolved to call 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 29 September 2020 at 11:00 on first call, or if the required quorum is not met, then on second call, the next day, 30 September 2020, at the same place and the same time.
Considering that, at the time of the call to the Extraordinary General Meeting of Shareholders, there is a continued health risk associated with the spread of the SARS-CoV-2 coronavirus, which transmits the disease known as "COVID-19", the Company's Board of Directors has resolved that the Extraordinary General Meeting of Shareholders will be held behind closed doors, exclusively on-line.
Number of shares and voting rights.
Report regarding proposed appointments.
Report regarding amendment BD Regulation.
Regulation Board of Directors.
Regulation Board of Directors modified.
Shareholder's Electronic Forum Regulation.
Exercise right to information.
Rules regarding absentee voting and poxing granting and On Line Attendance.
Information to follow up of the meeting.
Shareholders' Electronic Forum.
Proxy, electronic voting and On-Line Attendance.
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.
The Annual General Meeting of Shareholders to be held on 2 June 2020 at 12:00 on first call, and the next day 3 June 2020 on second call will be held behind close door, providing the means to allow on line attendance .
As already stated in the announcement of the call to meeting published on the corporate website on 23 April 2020 and in the "El País" newspaper on 27 April 2020, given the potential travel restrictions arising from the outbreak of the coronavirus disease (Covid-19) regulated in Royal Decree 463/2020 of 14 March declaring a state of alarm to manage the health crisis caused by COVID-19, the Board of Directors reserved the right to hold the Annual General Meeting of Shareholders behind closed doors, advising the shareholders thereof on the corporate website and in the printed news media, in any case providing for the shareholders' rights to participation and voting.
Given the potential continuation of restrictions on the date of the call to the Annual General Meeting of Shareholders, it will be held behind closed doors, in the terms of the Supplementary Announcement and the instructions published in the corporate web.
Number of shares and voting rights
Regulations of the General Meeting of Shareholders
Regulations of the General Meeting of Shareholders (modified)
Report regarding the rationale for the amendment of Bylaws articles 28 31 and 38
Report regarding the rationale for the amendmente Regulations of the General Meeting of Shareholders
Report regarding the rationale for the amendment Bylaws article 62
Report regarding the rationale for amendment of Bylaws article 65 bis
Report regarding the rationale for the amendment of Bylaws articles 45,62,63,64,65, 65 ter
Report of Board of Directors re-election propietary Director
Report of Board of Directors ratification external Director
Director Remuneration Policy 2019-2021
Report ARC regarding amendment Director Remuneration Policy
Summary of the Long-Term Incentive 2020-2022
2019 Corporate Governance Report
2019 Annual Audit and Control Committee Report
2019 Appointment and Remuneration Committee Report
2019 Auditor Independence Audit & Control Committee Report
Report regarding related-party transactions
Shareholders' Electronic Forum Regulations
Exercising the right to information
Information on procedures or systems to help follow the meeting
Information on how to get to and access the place where the meeting will be held
Instrucctions for remote voting and proxy-granting
Shareholders' Electronic Forum
Proxy and voting electronically and On-Line Attendance
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.
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.
Translation only for informative purposes
Total number of shares and voting rights.
Exercising the right to information.
Information on procedures or systems to help follow the General Shareholders' Meeting
Rules regardng absentee voting and proxy-granting.
Shareholders' Electronic Forum Regulations.
Shareholders' Electronic Forum
Proxy and voting electronically
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.
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.
Total number of shares and voting rights
Report regarding the rationale for the amendment of article 4
Report regarding the rationale for the amendment of article 62
Informe Reelección Consjeros Independientes
Política de Remuneraciones de los Consejeros 2019-2021
Informe CNR Política de Remuneraciones de los Consejeros
2018 Corporate Governance Report
2018 Annual Audit & Control Committee Report
2018 Appointments & Remuneration Committee Report
2018 Annual activities of Strattegy Committee
2018 Auditor Independence Audit & Control Committee Report
Report regarding related-party transactions
Report on Corporate Social Responsibility
Shareholders' Electronic Forum Regulations
Exercising the right to information
Information on procedures or systems to help followthe General Shareholders' Meeting
Rules regardng absentee voting and proxy-granting
Shareholders' Electronic Forum
Proxy and voting electronically
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.
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.
Total number of shares and voting rights.
Report of the Board regarding the Issue of Bonds.
Report of the Board regarding the Co-option.
Report of the Appointments and Remuneration Committee regarding the Co-option.
2017 Corporate Governance Report.
2017 Annual Audit & Control Committee Report.
2017 Appointments & Remuneration Committee Report.
2017 Annual activities of Strattegy Committee.
2017 Auditor Independence Audit & Control Committee Report.
2017 Report on Related Transactions.
2017 Report on Corporate Social Responsibility .
Shareholders' Electronic Forum Regulations.
Exercising the right to information.
Information on procedures or systems to help follow the General Shareholders' Meeting
Rules regardng absentee voting and proxy-granting.
Shareholders' Electronic Forum.
Proxy and voting electronically.
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.
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.
Total number of shares and voting rights.
Non-Cash Capital Increase Report.
Current Articles of Association.
Amended Articles of Association.
Articles of Association Modification Report.
Proposed Board Members Appointment Report.
2016 Corporate Governance Report.
2016 Annual Audit & Control Committee Report.
2016 Appointments & Remuneration Committee Report.
2016 Auditor Independence Audit & Control Committee Report.
Report on Related Transactions.
2016 Report on Corporate Social Responsibility .
Shareholders' Electronic Forum Regulations.
Exercising the right to information
Shareholders' Electronic Forum.
Proxy and voting electronically.
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.
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.
Total number of shares and voting rights.
Annual Accounts and Directors' Report for 2015.
Directors' Report on Amendments to Company Bylaws.
Board Report regarding re-election and appointment of Directors.
Annual Corporate Governance report.
Annual activities report of the Audit and Control Committe.
Annual activities report of the Appointments and Remuneration Committe.
Report on the independence of the Auditor.
Corporate Social Responsibility Policy Report.
Annual Report on the Remuneration of Directors of listed companies.
Director remuneration policy of Euskaltel.
Regulations of the Board of the Directors.
Regulations of the Electronic Shareholders' Forum.
Electronic Shareholders' Forum.
Exercise of the right to receive information.
Information on procedures or systems to help follow the General Shareholders Meeting.
Rules regarding absentee and voting and proxy-granting.
Proxy and voting electronically.
Attendance, proxy and absentee voting card for the Ordinary General Meeting of Euskaltel.
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.
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 |
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. Beatriz Mato Otero | Member | Independent | 2020-09-29 |
Ms. Ana García Fau | Member | Independent | 2020-09-29 |
Mr. José Ortiz Martínez | Non-Director Secretary | 2019-11-27 | |
Ms. Cristina Sustacha Duñabeitia | Non-Director Vice-Secretary | 2020-02-25 |
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 | 6,000 | 0 | 0.003% |
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% |
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. Beatriz Mato Otero | Member | Independent | 0 | 0 | 0.000% |
Ms. Ana García Fau | Member | Independent | 0 | 0 | 0.000% |
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 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. 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. |
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 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. 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.
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. 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. 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. |
Beatriz Mato Otero has a degree in Industrial Engineering, with a specialism in Business Organisation, from the Bilbao College of Industrial Engineers and an MBA from the A Coruña University Business School. She also holds a certificate in Good Corporate Governance from Instituto de Consejeros-Administradores (Spanish institute of directors). Beatriz Mato has worked professionally for 30 years in the private and public sectors, leading business projects in the technology and consultancy sector for SMEs and multi-nationals and as a minister for the regional government in Galicia. She has an extensive consultancy background with particular expertise in introducing quality systems and innovation. She began her career as a systems technician at IBM Spain (1989-1991), moving on to become an IT services sales technician at Rank Xerox (1991-1993) and then a quality engineer at the engineering firm Norcontrol, which is now Applus (1993-1995).
She has broad experience in public management due to her role as minister for the regional government in Galicia, firstly as minister for work and welfare from 2009 to 2015 and subsequently as minister for the environment and territorial planning from 2015 to 2018, where she has acquired extensive knowledge of the business and social fabric in Galicia. From 2002 to 2005 she was provincial representative for the fisheries ministry. From 2009 to 2010 she was chair of Sogaserso S.A. and a member of the Boards of Directors of several public entities in Galicia, such as the A Coruña Port Authority, the Ferrol-San Cibrao Port Authority and IGAPE (the Galician institute for economic development) from 2009 to 2018. Furthermore, as the head of innovation at IGAPE, from 1995 to 2002 she supported companies in Galicia with regard IT and consultancy services, providing advice on economic and financial issues, internationalisation and support for enterprises.
Since February 2020 she has held the position of Head of Corporate Development and Sustainability at the renewable energy company Greenalia.
Ana García Fau is a recognised professional with an extensive career and experience in business management, as well as a board member of many leading companies in the industry, both listed and unlisted, on an international level. She has a degree in Law and Economic and Business Science from the Universidad Pontificia Comillas, ICADE (E-3, specialising in finance). She has an MBA from the MIT Sloan School of Management in Massachusetts. She is also a member, among other organisations, of the advisory board of EMEA de la tecnología Salesforce, Pictet in Spain and Mutualidad de la Abogacía (association of law professionals). She has extensive experience in the telecommunications industry, having held various management positions in Telefónica Group, where she held executive roles at TPI-Páginas Amarillas (Yellow Pages), as Chief Financial Officer and Head of Corporate Development. At Yell/hibu she was CEO for Spain, Latin America and the US Spanish-speaking market, member of its International Executive Committee, as well as Head of Corporate Development and Global Strategy. Prior to her experience in this industry, she worked at McKinsey & Company and Goldman Sachs.
Ana García Fau is an independent director of the listed companies Merlin Properties, S.A., Gestamp Automoción S.A. and Eutelsat, S.A. and she is the non-executive chair of Finerge, S.A.
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.
Ms. Cristina Sustacha is Manager of Euskaltel Legal and Regulatory Services, working in the areas of Competition Law and Telecommunications and Audiovisual Sector Law. She also specializes in Personal Data Protection, being certified as Data Protection Delegate. Likewise, she teaches at the University of Deusto. Previously, she worked in digitizing projects at Accenture. She is a Law graduate from the University of Deusto.
The Board of Directors has three Committees:
- Audit and Control Committee.
- Appointments Committee.
- Remuneration 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 Committee Regulations and Remuneration 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.
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 |
---|---|---|
Ms. Ana García Fau | Chairman | Independent |
Kartera 1, S.L., represented by Ms. Alicia Vivanco González | Member | Proprietary |
Mr. Iñaki Alzaga Etxeita | Member | Independent |
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 Appointments Committee shall be made up of a minimum of three and a maximum of seven external (i.e. proprietary and independent) directors. A majority of the members of the Committee shall be independent directors
The members of the Committee shall be appointed by the Board of Directors, upon a proposal of its Chair, from among the external directors.
It is currently made up of the following persons:
MEMBERS | OFFICE | CATEGORY |
---|---|---|
Mr. Iñaki Alzaga | Chairman | Independent |
Ms. Belén Amatriaín Corbi | Vocal | Independent |
Mr. Eamonn O'Hare | Vocal | Proprietary |
The Appointments Committee shall have the following basic duties:
The Remuneration Committee shall be made up of a minimum of three and a maximum of seven external (i.e. proprietary and independent) directors. A majority of the members of the Committee shall be independent directors.
The members of the Committee shall be appointed by the Board of Directors, upon a proposal of its Chair, from among the external directors.
It is currently made up of the following persons:
MEMBERS | OFFICE | CATEGORY |
---|---|---|
Ms. Belén Amatriain Corbi | Chairman | Independent |
Corporación Financiera Alba, S.A., representated by Mr. Javier Fernández Alonso | Member | Proprietary |
Ms. Beatriz Mato Otero | Member | Independent |
The Remuneration Committee shall have the following basic duties:
Elements of Remuneration Policy
2019 Annual Report on the Remuneration of Directors
Adaptation to Recommendation 62 of the Code of Good Governance of the CNMV
Communication and Contact with Shareholders, Institutional Investors and Voting Advisors Policy
Euskaltel Group anti-corruption Policy
Euskaltel Group equal opprtunities policy
Euskaltel Group policy on engagement of and relations with the auditor
Corporate policy on conflicts of interest
Corporate Criminal Risk Prevention Policy