Corporate governance

Home » Investor » Corporate governance

Internal rules, Statutes, Regulations of the General Meeting, shareholders agreements, Board Regulations, Internal rules of conduct

Statutes

Date of entry in the Commercial Register of the last amendment: 17 December 2018.

Regulations of the General Meeting

Date of approval: 30 June 2004.
Date of approval of the last amendment: 20 November 2018.

 

Regulations of the Board of Directors and its commissions

Date of approval: 25 May 2004.
Date of approval of the last amendment: 20 November 2018.

 

Pacts

Internal rules of conduct

Policies

Board of Directors, Appointments Committee, Audit and Control Committee

BOARD OF DIRECTORS

 

Rafael Contreras
Founder and President

Founder and President of AIRTIFICIAL, he has a PhD in Social Sciences from the University of Cadiz, an economist from the same University, and an Executive in Management & Leadership from MIT.

For 20 years he has founded and promoted technology-based companies in different sectors such as CARBURES, of which he was President until the birth of Airtificial, or Bionaturis biotechnology, of which he was Director for 12 years. In 2014 he refounded Torrot, turning the legendary brand into electric and sustainable vehicles. In 2016 he integrates Torrot into MUVING, a mobility ecosystem present in more than 50 countries, of which he is founder and President. In the same year, with the dean of Silicon Valley, Western Technologies refounded Skully, in which as President he managed to bring to the market in 2018 the world’s first intelligent augmented reality helmet.

He has received numerous awards including the Most International Minded European Small and Midcap Award granted to Carbures by the European Community, and the Muving Award as the most innovative Start up of the year 2017, granted by OMEXPO.

Other boards of directors to which he belongs:

  • Board of Torrot Electric Europa S.A.
  • Vice-Chairman and Director of GamersWalk S.L.
  • Chairman and Director of Muving Ecosystem S.L.

Other remunerated activities: none.

Category: dominical.

Shareholder represented or with whom it has links: Rafcon Economist, S.L., Neuer Gedanke, S.L. and Capri Global Investments, S.L.

Date of first appointment: 20 November 2018

Company shares, and options thereon, held: the director directly owns 32,107 shares (0.003%), indirectly 57,626,269 shares (5.986%), through Neuer Gedanke, S.L. (0.877%) and Capri Global Investments, S.L. (5.109%); and has options on 12,000,000 shares (1.246%).

View profile in LinkedIn

 

Javier Martín
Vice President and Chief Executive Officer

Telecommunications Engineer (1989). IESE Business Management Program (1997). Member of the Advisory Board of Álvarez&Marsal. Member of the Advisory Committee of the Spanish Consultancy Association. Member of the Board of Directors of Ametic. Member of the Steering Committee of Digital Europe.

Previously held the following positions: CEO and Corporate Vice President of Telindus Spain and CEO of Tecnocom.

Other boards of directors to which he belongs:

  • Managing Director of Metrocall SA (Madrid metro telecommunications operator).

Other remunerated activities carried out: provision of consultancy and advisory services in relation to business and national and international activity in the technology sector.

Category: executive.

Shareholder whom it represents or with whom it has links: none.

Date of first appointment: 25 April 2018.

Date of last re-election: 21 June 2018. Appointed Chief Executive Officer on 5 September 2019.

Shares of the company, and options on them, held by: The vice president does not own any shares.

View profile in LinkedIn

 

Ladislao Azcona

Personal representative of the director Double A Promociones S.A.

Journalist. From 1969 to 1983, Editor-in-Chief and Director of News Agencies, News in National Radio and Spanish Television. In 1983, Azcona abandoned Media journalism and focused his activity in the field of Communication and business management.

In the Communication sector, he is a founding member and president of ESTUDIO DE COMUNICACIÓN.

In addition, he was Executive President of TECNOCOM, Director of INYPSA, as well as of other companies. He has been also President of the Social Council of the University of Oviedo and has served on the boards of ARCO, Museo de Canarias and Museo de Arte Reina Sofía. He currently presides over the Azcona Foundation dedicated to the dissemination of Spanish art and artists and is President of the Securities Society TRESSIS which manages more than 4,000 million euros.

Other boards of directors to which he belongs:

  • Tressis SV, S.A.

Other remunerated activities that it carries out: management of its patrimonial companies.

Category: dominical.

Shareholder whom it represents or with whom it has links: Doble A Promociones, S.A.

Date of first appointment: 20 November 2018.

Company shares, and options on them, owned by: directly owns 1,878,121 shares (0.195%) and indirectly (through Doble A Promociones, S.A.) owns 67.221.931 shares (6.982%).

View profile in LinkedIn

Ramón Betolaza

Ramón Betolaza has eighteen years of experience in investing in special risk situations and in rescuing and stabilising companies through different cycles in Europe, the USA and Asia. He was a partner in the beginnings of MatlinPatterson Global Advisers in New York, created in 2002 through the spin-off of Credit Suisse Distressed Securities Group.

He holds a degree in Economics and Financial Management from the Universidad Comercial de Deusto and a Masters summa cum laude from IE – Instituto de Empresa Business School, where he currently participates in the IE International Advisory Board and is a member of the Advisory Board of the IE Fund. He has extensive experience as a member of the Board of Directors in listed and unlisted companies and currently serves on the Boards of several companies.

Other Boards of Directors to which he belongs:

  • BTC Partners SARL
  • BTC Investments 2012 SARL
  • Trea Capital Partners SV SA
  • Trea AM Capital SGIIC SA
  • Lion Antibiotics SLU
  • Irestal Group SA
  • Papeles El Carmen SA
  • Torrot Electric Europa SA
  • Hyperloop Transportation Technologies HTT, Inc.
  • Social Muving SL
  • Lacrem SA
  • Mille Miglia Invest SL
  • Grupo Toro y Betolaza SA
  • Robertson Stephens Advisors LLP
  • Team & Work SL
  • Muving Ecosystem SL
  • Michizara SL
  • ADL Bionatur Solutions SA

Other remunerated activities carried out by: partner of Black Toro Capital.

Category: dominical.

Shareholder he represents or with whom he has links: BTC DOS, S.A.R.L.

Date of first appointment: 20 November 2018.

Company shares, and options on them, owned by: the shareholder it represents owns 204,951,429 shares (21.288%).

Ver perfil en LinkedIn

María Luisa Blázquez

Chairman of the Audit and Control Committee.

Born in Cartagena in 1968. Doctor in Economic and Business Sciences from the Universidad Pontificia Comillas (2010), MBA from MIT (1997) and Degree in Law and in Economic and Business Sciences from the Universidad Pontificia Comillas, E-3 (1991 and 1992). Researcher at the International Center for Competitiveness of IESE and professor of Strategy at the European Foundation for Cluster Excellence, ICADE Business School and the Universidad Pontificia Comillas.

Other Boards of Directors to which she belongs: none.

Other remunerated activities: teaching and university research.

Category: Independent.

Shareholder whom it represents or with whom it has links: none.

Date of first appointment: 29 June 2016.

Shares of the company, and options on them, of which he is the holder: he is not the holder of any share.

View profile in LinkedIn

Elena García Becerril

Personal representative of the director Servicios Inmobiliarios Avilés, S.L.U.

Born in 1967. Technician in Business Administration and Management by ICADE-MADRID; Master in Labour Consultancy; Master in Tax Law and Tax Consultancy; Higher Technician in Occupational Risk Prevention, specialising in Ergonomics and Occupational Psychology. He is currently working as a senior manager in the Melca Group. He is also an entrepreneur and has recently started up the first shoe factory in Asturias.

Other boards of directors to which he belongs: none.

Other remunerated activities: senior management in Grupo Melca.

Category: dominical.

Shareholder he represents or with whom he has links: Cartera de Inversiones Melca, S.L., in liquidation.

Date of first appointment: 22 February 2017.

Date of last re-election: 26 April 2017.

Company shares, and options thereon, owned by: the shareholder Cartera de Inversiones Melca, S.L., in liquidation, which it represents, owns 48,828,526 shares (5.072%). Neither the company itself nor its representative holds shares.

Borja Martínez-Laredo

With a degree in Economics and Business Studies from the Universidad Complutense de Madrid, an Executive MBA from the Instituto de Empresa Business School (IE) and a General Management Program (PDG) from the IESE Business School, Martínez-Laredo has more than twenty years of work experience in the financial and business sectors. In addition to his professional career as director of UBS, Martínez-Laredo has served as Director of Large Wealths and Institutions at Capital at Work, a wealth management company now called Value Tree, and as Director of CCS (a company linked to the management of healthcare material).

In 2015, he was appointed by UBS Key Talent and in 2016 member of the Circle of Excellence, an award granted by the Swiss bank UBS to top performers worldwide.

Other boards of directors to which he belongs:

  • Chief Executive Officer of Martínez Laredo, S.A.
  • Director of Papego Inversiones SICAV, S.A.

Other remunerated activities: none.

Category: other external.

Shareholder whom it represents or with whom it has links: none.

Date of first appointment: 20 November 2018.

Company shares, and options thereon, held: direct holder of 432,895 shares (0.04%).

View profile in LinkedIn

 

Javier Sánchez

President of the Confederation of Businessmen of Cadiz, Territorial Vice-President of the Confederation of Businessmen of Andalusia and President of the Chamber of Commerce of Jerez, Javier Sanchez Rojas has more than thirty years of work experience as a businessman in various sectors. With a degree in Labour Sciences from the University of Granada, Industrial Relations from the University of Alcalá de Henares and a Senior Management Programme from the San Telmo International Institute, he has received several awards in recognition of his professional work carried out in defence of business interests. His extensive experience and dedication have allowed him to participate in successful negotiations with different Administrations, as well as with Trade Unions. He is a member of the Plenary of the Free Trade Zone of Cadiz, as a member of the State.

Other boards of directors to which he belongs:

  • Member of the Board of Directors of the Cadiz Port Authority, representing the Confederation.

Other remunerated activities carried out: Executive Presidency of the Confederation of Businessmen of Cadiz.

Category: Independent.

Shareholder whom it represents or with whom it has links: none.

Date of first appointment: 20 November 2018.

Company shares, and options thereon, owned by: direct owner of 130,409 shares (0.01%).

View profile in LinkedIn

Leonardo Sánchez-Heredero

Born in Toledo in 1951. Businessman of the real estate sector and of public and socio-sanitary services. Ex-counsellor and ex-vice-president of Tecnocom.

Other boards of directors to which he belongs:

  • Parcesa Parques de la Paz SA,
  • Promociones Keops SA, Inmobiliaria Delta SA,
  • Instituto de Energías Renovables SL.

Other remunerated activities carried out: those related to his status as a real estate and services entrepreneur.

Category: dominical.

Shareholder represented or with whom it has links: Parcesa Parques de la Paz SA.

Date of first appointment: 19 December 2017.

Date of last re-election: 21 June 2018.

Company shares, and options on them, owned by: direct owner of 6,630 shares and indirect (through Parcesa Parques de la Paz, S.A.) of 146,238,619 shares. In total, the direct and indirect shareholding of the director represents 15.19% of the total share capital.

 

Rafael Suñol

Degree in Economics from the University of Barcelona, ADE ESADE and PADE IESE. Rafael Suñol has an extensive professional career and extensive experience in the automotive sector. After serving as Deputy Director General of Financial Services GDS at La Caixa (now CaixaBank), Chairman of Banco de Crédito Industrial and CEO of Banco de Fomento, he has held senior positions in organizations such as PSA Peugeot Citroën España, Fecsa (Endesa), Ericsson, REE, Dalkia and Mémora.

Other Boards of Directors: Banco Alcalá.

Other remunerated activities carried out: business management consultancy.

Category: other external.

Shareholder whom it represents or with whom it has links: none.

Date of first appointment: 31 May 2005.

Date of last re-election: 20 November 2018.

Company shares, and options thereon, held: direct holder of 38,468 shares.

View profile in LinkedIn

 

Iñaki Torres

Chairman of the Appointments and Remuneration Committee.

Graduate in Journalism from the Complutense University of Madrid, he has also studied Law and Business Administration. He was Director of Diario 16 after the acquisition of this medium by Grupo Voz. Previously, he had worked in the magazine Tiempo, where he went from being editor of Cierre to General Secretary of Editorial. In 1998 he joined Estudio de Comunicación as Director and, between 1999 and 2000, he was General Director of Estudio de Comunicación Argentina, based in Buenos Aires.

A Strategic Communication Consultant, he has participated in corporate cases related to sensitive processes for companies such as takeover bids, acquisitions, mergers, crisis situations, public sale offers and restructurings in countries such as Spain, United Kingdom, Argentina, Mexico and Brazil. He has developed Internal and External Communication Plans, as well as Crisis Plans for large financial institutions, energy industry companies and other industrial corporations in Spain and Latin America.

Other boards of directors to which he belongs:

  • Metagestión SGIIC SA

Other remunerated activities carried out by: Estudio de Comunicación, Instituto de Empresa, Metagestión y Sto. Dom 6 Parrote, SL.

Category: Independent.

Shareholder whom it represents or with whom it has links: none.

Date of first appointment: 20 November 2018.

Company shares, and options thereon, held: indirectly (through STO DOM. 6 PARROTE, S.L.) 2,239,116 shares (0.23%).

View profile in LinkedIn

 

José María Vallejo

Mr. Vallejo is a State Finance Inspector and Corporate Tax Director of the BBVA Group with extensive professional experience in the public sector, especially in the Ministry of Economy and Finance, where he held various positions, such as Deputy Director General for International Tax Affairs, and Spain’s permanent representative to the European Union, reporting to the Ministry of Foreign Affairs. Among other positions, he was also partner in charge of Community Law at KPMG Abogados.

Other boards of directors to which he belongs: none.

Other remunerated activities carried out by: BBVA’s Corporate Director of Taxes.

Category: dominical.

Shareholder he represents or with whom he has links: Hydra Consulting, S.L. and Mr. Jose María Vallejo himself.

Date of first appointment: 20 November 2018.

Company shares, and options on them, of which he is the holder: the director is the direct holder of 1,711,371 shares and indirectly (through Hydra Consulting, S.L.) he is the holder of 1,468,826 shares. In total, the direct and indirect participation of the director represents 0.33% of the total share capital.

View profile in LinkedIn

 

José Luis Pérez del Pulgar

Non-director Secretary of the Board of Directors.

Born in Granada in 1951. Graduate in Law, 1975.
Practising lawyer since 1976.

Other Boards of Directors to which he belongs: Secretary (non-director) of Tressis SV, S.A.

Other remunerated activities: practice of law.

Category: not applicable.

Date of first appointment: 3 September 1987

Date of last re-election: 26 November 2018

Company shares and stock options held: 1,425 shares.

View profile in Linkedin

 

 

APPOINTMENTS AND REMUNERATIONS COMMISSION

Mr. Ignacio Luis Torres Prada, chairman commission.
Mr. Javier Sánchez Rojas, freelancer.
Mr. Rafael Suñol Trepat, other externals.

 

AUDIT AND CONTROL COMMISSION

Ms. María Luisa Blázquez de la Hera, chairwoman commission.
Mr. Javier Sánchez Rojas, freelancer.
Mr. Rafael Suñol Trepat, other externals.
Mr. José María Vallejo Chamorro, dominical.

Annual Corporate Governance Reports
Annual Reports on Directors' Remuneration

 

Remuneration policy approved by the General Shareholders’ Meeting on 16 October 2018, subject to the effectiveness of the merger, which took place on 20 November 2018:

Remuneration policy approved by the General Shareholders’ Meeting on 16 October 2018