Board of Directors' Members

Board of Directors

The following table sets forth the name, date of first appointment and title of each member of the Board of Directors followed by a brief description of each Director's business experience and education. If you want to know the professional profile of each member and other advice, click on his name.

Position Type of Director Date of first appointment Date of last appointment
Mr. Santiago Bergareche Busquet President External 11/12/2013 11/12/2019
Mr. Luis Enriquez Nistal Chief Executive Officer Executive 04/26/2012 04/26/2018
Mezouna, S.L. (represented by Mr. Ignacio Ybarra Aznar) Member External (represents MEZOUNA, S.L.) 04/26/2012 04/26/2018
Valjarafe, S.L. (represented by Mrs. Soledad Luca de Tena García-Conde) Member External (represents VALJARAFE, S.L.). 04/26/2012 04/26/2018
Onchena, S.L. (represented by Mr. Álvaro de Ybarra y Zubiría) Member External (represents ONCHENA, S.L.) 04/26/2012 04/26/2018
Mr. Gonzalo Soto Aguirre Member and Vice President External 04/26/2012 04/26/2018
Energay de Inversiones, S.L. (represented by Mr. Enrique de Ybarra e Ybarra) Member External (represents ENERGAY DE INVERSIONES, S.L.) 04/26/2012 04/26/2018
Mr. Miguel Antoñanzas Alvear Member Independent 04/26/2012 04/26/2018
Mr. Fernando Azaola Arteche Member Independent 04/26/2012 04/26/2018
Mr. Carlos Delclaux Zulueta Member Independent 23/02/2016 26/04/2020
Mr. Gonzalo Urquijo y Fernández de Araoz Member Independent 23/02/2016 26/04/2020
Mr. Fernando de Yarza López-Madrazo Member Independent 23/02/2016 26/04/2020
Mr. Carlos Pazos Secretary, not a member of the Board of Directors and Legal Advisor   10/15/2013  
Mr. Pablo Díaz Gridilla Vice Secretary, not a member of the Board of Directors   10/15/2013  

Composition and functions of the Committees

Executive committee

Chairman:
Mr. Santiago Bergareche Busquet.

Members
Mr. Luis Enríquez Nistal (Consejero Delegado).
Mr. Miguel Antoñanzas Alvear.
Mr. Gonzalo Urquijo and Fernández de Araoz.
Onchena, SL, represented by Mr. Alvaro Ybarra Zubiria.
Valjarafe, SL, represented by Mrs. Soledad Luca de Tena García Conde.
Mezouna, SL represented by Mr. Ignacio Ybarra Aznar.
Secretary not a member of the Board of Directors, Mr. Carlos Pazos.
Vicesecretary not a member of the Board of Directors, Mr. Pablo Díaz Gridilla.

Functions

In accordance with Articles 16 and 17 of the Rules of the Board of Directors, the Board of Directors will establish an Executive Committee, to which general decision- making powers are delegated. The permanent delegation of these powers to this Committee will include all the powers of the Board, except for those which according to legislation or company bylaws cannot be delegated.

Appointment and remunetarion committee

Chairman:
Mr. Fernando Azaola Arteche

Members:
Mr. Miguel Antoñanzas Alvear
Mr. Gonzalo Soto Aguirre
Mezouna, SL. represented by Mr. Ignacio Ybarra Aznar .
Secretary, not a member of the Board of Directors, Mr. Carlos Pazos.
Vice secretary, not a member of the Board of Directors, Mr. Pablo Díaz Gridilla.

Functions

In accordance with Article 19 of the Rules for the Board of Directors, notwithstanding any other duties allocated to it by the Board, the Appointments and Remuneration Committee will have the following responsibilities:
a) Assess the competences, know-how and experience needed on the Board and in consequence define the functions and abilities needed by the candidates for filling each vacant position.

b) Examine or organise, in the way it deems appropriate, the succession of the Chairman and the senior executive, and if necessary make proposals to the Board so that this succession can be carried out in an orderly and well planned manner.

c) Inform the Board of the appointments and dismissals of senior managements proposed by the senior executive.

d) Inform the Board about gender diversity issues as indicated by Article 22.9 of these Rules.

e) Propose to the Board of Directors;
i) The remuneration policy for directors and senior managers;
ii) The individual remuneration of the executive directors and other conditions in their contracts.
iii) The basic conditions of contracts for senior managers.

f) Ensure that the remuneration policy established by the company is observed.

Audit and compliance committee

Chairman:
Mr. Miguel Antoñanzas Alvear.

Members:
Mr. Gonzalo Soto Aguirre
Mr. Fernando de Yarza López Madrazo.
Mr. Carlos Delclaux Zulueta.
Valjarafe, SL. represented by Ms Soledad Luca de Tena García Conde.
Secretary not a member of the Board of Directors, Mr. Carlos Pazos.
Vicesecretary not a member of the Board of Directors, Mr. Pablo Díaz Gridilla.

Functions

In accordance with the terms of Article 18 of the Rules for the Board of Directors, notwithstanding any other duties assigned to it by the Board, the Audit and Compliance Committee will have the following responsibilities:
1st Inform the General Shareholder Meeting about the issues raised at the meeting that concern it.

2nd Propose to the Board of Directors the appointment of the external auditors of the accounts, to be voted on by the General Shareholder Meeting.

3rd Monitor the effectiveness of the company’s internal controls, of its internal audit services and its risk control systems. Discuss with the external auditor any significant weaknesses in the internal control systems that have been identified in the audit.

4th Understanding and supervision of the process of generating and presenting the regulatory financial information required.

5th Maintaining relations with external auditors, to receive information about those issues that could put at risk their independence, and any other issues related to the auditing process, as well as those communications required by the legislation on auditing accounts and by the technical norms for audits.