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.
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.
Report formulated by the Board of Directors in connection with the proposed delegation to the Board of Directors of the power to issue non-convertible debendures or bonds, notes and other fixed-icome securities of a similar nature, as well as preference shares.
1st Notice to Convene of the 2015 Extraordinary General Shareholders' Meeting held on November 12, 2015 at 12.00 pm (CET)
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.
|MEMBERS||OFFICE||CATEGORY||DATE OF FIRST APPOINTMENT|
|Mr. Alberto García Erauzkin||Chairman||Executive||2000-11-28|
|Mr. Francisco Manuel Arteche Fernández-Miranda||CEO||Executive||2016-06-27|
|Mr. José Ángel Corres Abasolo||Vice-Chairman /Consejero Coordinador||Independent||2013-03-08|
|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|
|Mr. Javier Fernández Alonso||Member||Proprietary||2015-09-30 (*)|
|Mr. Robert W. Samuelson||Member||Proprietary||2017-06-26|
|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. Francisco Javier Allende Arias||Non-Director Secretary||1996-07-01|
|Mr. Javier Ruiz-Cámara Bayo||Non-Director Vice-Secretary||2012-12-20|
(*) Co-opted appointment made by the Board of Directors, ratified by the Extraordinary General Meeting of Shareholders on November 12, 2015.
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. Alberto García Erauzkin||Chairman||Executive||357.222||0||0,235%|
|Mr. Francisco Manuel Arteche Fernández-Miranda||CEO||Executive||26.170||0||0,015%|
|Mr. José Ángel Corres Abasolo||Vice-Chairman /Consejero Coordinador||Independent||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||0||0||0,000%|
|Mr. Javier Fernández Alonso||Member||Proprietary||3.000||0||0,002%|
|D. Robert W. Samuelson||Vocal||Dominical||0||0||0,000%|
|Ms. Belén Amatriain Corbi||Member||Independent||0||0||0,000%|
|Mr. Iñaki Alzaga Etxeita||Member||Independent||0||0||0,000%|
|Ms. Elisabetta Castiglioni||Member||Independent||0||0||0,000%|
|Mr. Miguel Ángel Lujua Murga||Member||Independent||0||0||0,000%|
|D. Jon James||Vocal||Independiente||0||0||0,000%|
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.
|Mr. Alberto García Erauzkin||
Chairman of Innobasque - the Basque Innovation Agency.
Vice-Chairman of the Board of the BBK Foundation
Vice-Chairman of Orkestra - the Basque Institute of Competitiveness.
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.
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.
|Mr. Francisco Manuel Arteche Fernández-Miranda||
Francisco is a member of the AMETIC (Association of Electronics, Information and Communications Technologies, Telecommunications and Digital Content Companies).
Member of the ICA (Institute of Corporate Directors)
Chair of the ADESE (Spanish Association of Software Manufacturers and Developers) sectoral association.
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.
|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. 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.
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.
|Mr. Luis Ramón Arrieta Durana||
He represents Álava Provincial Council on the Board of the Caja de Ahorros de Vitoria and Álava?Araba eta Gasteizko Aurrezki Kutxa Bank Foundation.
Mr. Javier Fernández Alonso has a degree in Business Management and Administration from the University of Deusto (Business School). He is currently the Director of Investments and a member of the Steering Committee of Corporación Financiera Alba S.A., as well as being a member of the Investment Committee and investors' Committee of Artá Capital S.G.E.I.C., S.A. Previously, he worked advising on mergers and acquisitions in Spain and Portugal at Goldman Sachs and ABN Amro. Board member of Acerinox, S.A. and Clínica Baviera S.A.
|Mr. Javier Fernández Alonso||
Members of the Board of Directors of Ebro Foods, S.A.
Members of the Board of Directors of Parques Reunidos Servicios Centrales, S.A.
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. 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.
|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).
|Mr. Iñaki Alzaga Etxeita||
Chairman of Compañía Multimedia del Norte, S.L.
Chairman of Editorial Iparraguirre, S.A.
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.
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.
|Mr. Miguel Ángel Lujua Murga||
Chief Executive Officer of the Igualmequisa, S.A. Group
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. Francisco Javier Allende joined Euskaltel in 1995 as Chairman of the Company. Within his previous experience, it is worth noting that he held the position as Chairman of the Board of Directors of Caja de Ahorros de Vitoria y Álava. He has been a member of the Board of Directors of the Confederación Española de Cajas de Ahorro (CECA) (Spanish Confederation of Savings Banks), member of the Governing Board of E.P.S.V. Elkarkidetza and Chairman of the Fundación Estadio Sociedad Deportiv, of the Sancho el Sabio Foundation. Currently, he is a member of the Board of Directors of Elkargi, of the Chamber of Commerce of Bilbao, of the Executive Committee of CEBEK (Biscay Business Confederation) and of the Executive Committee of Confebask (Basque Business Confederation). He has a degree in Sociology and Political Science.
Mr. Javier Ruiz-Cámara is a partner of Uría Menéndez and head of the commercial department at the Bilbao office. He has extensive experience in various areas of commercial law, including mergers and acquisitions, financing and debt restructuring, commercial contracts, securities market and bankruptcy proceedings. He has a degree in Law and a Diploma in Business Studies from the Universidad Pontificia Comillas.
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.
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:
|Mr. Iñaki Alzaga Etxeita||Chairman||Independent|
|Kartera 1, S.L., represented by Ms. Alicia Vivanco González||Member||Proprietary|
|Mr. Javier Fernández Alonso||Member||Proprietary|
|Mr. Robert W. Samuelsonn||Member||Proprietary|
|Mr. José Ángel Corres Abasolo||Member||Independent|
|Ms. Elisabetta Castiglioni||Member||Independent|
|Mr. Miguel Ángel Lujua Murga||Member||Independent|
|Mr. Francisco Javier Allende Arias||Non-Director Secretary|
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 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:
|Mr. Miguel Ángel Lujua Murga||Chairman||Independent|
|Mr. Luis Ramón Arrieta Durana||Vocal||Proprietary|
|Mr. Javier Fernández Alonso||Vocal||Proprietary|
|Mr. Robert W. Samuelson||Vocal||Proprietary|
|Mr. José Ángel Corres Abasolo||Vocal||Independent|
|Ms. Belén Amatriaín Corbi||Vocal||Independent|
|Ms. Elisabetta Castiglioni||Vocal||Independent|
|Mr. Francisco Javier Allende Arias||Non-Director Secretary|
The Appointments and Remuneration Committee is assigned the following basic functions:
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:
|José Ángel Corres Abasolo||Chairman||Independent|
|Kartera 1, represented by Ms. Alicia Vivanco González||Member||Proprietary|
|Javier Fernández Alonso jauna||Member||Proprietary|
|Robert W. Samuelson jauna||Member||Proprietary|
|Belén Amatriaín Corbi andrea||Member||Independent|
|Iñaki Alzaga jauna||Member||Independent|
|Jon James jauna||Member||Independent|
|Francisco Javier Allende Arias jauna||Non-Director Secretary|
The Strategy Committee shall have the following basic duties: