Tubacex Group

Corporate governance

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Corporate governance

TUBACEX was one of the first Spanish companies to introduce good governance guidelines into its executive bodies. As early as 1994 it approved an Internal Stock Market Code of Conduct, and since 1995 it has been using the recommendations made in the Cadbury and Viennot reports to modify the way in which the Board operates. These recommendations focus on reduced numbers of board members and executive board members, increased numbers of independent board members, the setting up of monitoring committees within the board, etc.

In 1998 TUBACEX approved the “Code of Conduct for the Board of Directors of Tubacex S.A.”, setting out basic organization and operating standards as well as a code of conduct for board members. In that year, TUBACEX was one of the first Spanish companies that included in their Annual Accounts a broad report about Corporate Governance and about the degree of compliance in achievement of the Code of Good Governance.

TUBACEX is one of the best positioned companies in terms of Corporate Governance. It is continuously mentioned as an example of Good Governance among Spanish companies and it has become a reference of this issue even ahead other companies with higher size.

The Good Corporate Governance proves that the TUBACEX Group complies with practically all the existing recommendations in terms of good governance. It also lays out a commitment to continue incorporating into its activities all aspects that facilitate transparency in its management processes.

Board of Directors

The number of Directors set forth in the bylaws will be 5 as minimum and 12 as maximum. Composition of the Board of Directors:

Name	Position	Class	Date of first appointment	Date of last appointment	Commissions
FRANCISCO JAVIER GARCÍA	CHAIRMAN	External Independent	2019-05-22	2023-05-24	Strategy & Monitoring
JESÚS ESMORÍS	CEO	Executive	2013-05-29	2023-05-24	Strategy & Monitoring
ANTONIO Mª PRADERA	BOARD MEMBER	Independent	2015-05-27	2023-05-24	Strategy & Monitoring
NURIA LÓPEZ DE GUEREÑU	BOARD MEMBER	Independent	2015-05-27	2023-05-24	Audit & Compliance /Sustainability and Good Governance
MANUEL MOREU	VICEPRESIDENT	Independent	2015-03-26	2023-05-24	Strategy & Monitoring
ISABEL LÓPEZ (1)	BOARD MEMBER	Proprietary	2018-02-23	2022-05-26	Sustainability and Good Governance
JORGE SENDAGORTA	BOARD MEMBER	Independent	2018-05-23	2022-05-26	Appointments and Remunerations /Sustainability and Good Governance
IVÁN MARTÉN	BOARD MEMBER	Independent	2018-05-23	2022-05-26	Strategy & Monitoring /Sustainability and Good Governance
GEMA NAVARRO (1)	BOARD MEMBER	Proprietary	2019-05-22	2023-05-24	Strategy & Monitoring/ Sustainability and Good Governance
JOSÉ TORIBIO GONZÁLEZ	BOARD MEMBER	Independent	2021-09-23	2022-05-26	Appointmets & Remuneration/ Audit & Compliance
GRACIA LÓPEZ GRANADOS	BOARD MEMBER	Independent	2022-06-29	2023-05-24	Audit & Compliance
MAIDER CUADRA	SECRETARY NON MEMBER	-	2013-02-22		-

(1) In representation of Jose María Aristrain de la Cruz All the members have been elected by the Annual Shareholders’ Meeting and when their appointment has been after the creation of the Appointments & Remunerations Committee in 1995 their proposal of appointment has been after the proposal of this Committee.

Board Committees

The Board of Directors has three Committees: Strategy & Investments Committee, Audit & Compliance Committee and Appointments & Remunerations Committee. Each Committee has its own regulation, must appoint a President and Secretary among its members and will meet when convened by the Chairman.

Audit & Compliance Committee

The Audit and Compliance Committee should have at least three members and should be made up exclusively of non-executive Board members, appointed by the Board of Directors. The Chairman should be appointed among the independent Board members.

This Committee met on twelve occasions in 2022. Without affecting the other tasks assigned by the board, the Audit and Compliance Committee has the following basic responsibilities:

POSITION	NAME	CLASS
President	Mrs. López Granados	Independent
Member	Mrs. López de Guereñu	Independent
Member	Mr. Toribio	Independent
Member	Mr. Moreu	Independent

Report to the AGM of Shareholders on the questions raised at this meeting by the shareholders in terms of their powers.
Propose the compliance of the AGM of Shareholders in the appointment of external accounts' auditors by the Board of Directors, as stated in article 204 of the revised text of the Joint Stock Company Act.
Direct and supervise the activity of the internal audit and risk management department.
Know the Company’s financial information process and internal control systems.
Take responsibility for relations with external auditors so as to receive information about any issues that might jeopardize their independence.
Review the company's accounts, monitor compliance with legal requirements and the correct application of generally accepted accounting principles, as well as report on proposals for the modification of accounting principles and criteria suggested by management.
Act as a communication channel between the Board of Directors and the auditors; assess the results of each audit and the management team's response to the recommendations. If discrepancies arise, mediate between the auditors and the management team in relation to the principles and criteria applicable in the preparation of financial statements.
Review the appointment and replacement of those responsible for internal control systems.
Supervise compliance of the audit contract and ensure that opinions on the annual accounts and the main points of the audit report are written clearly and precisely.
Review the prospectuses and periodic financial information that the Board should provide to the markets and its supervisory bodies.
Inform prior to decisions being taken by the Board on transactions which, due to their complexity, might reduce fiscal transparency.
Examine compliance with the Internal Code of Conduct in relation to the Stock Markets, the Board's Code and, in general, the company's governance regulations and make any proposals necessary for their improvement. In particular, the Audit and Compliance Committee is responsible for receiving information and, if appropriate, for issuing reports on disciplinary measures to the company's executive team.

The Audit and Compliance Committee shall meet periodically, when it is required to do so. One of the sessions shall be dedicated to evaluating the efficiency and compliance of the company's governance regulations and procedures and preparing the information that the Board of Directors must approve and include in its annual public documentation. Any member of the executive team or the company's personnel who is required to do so, is obliged to attend the committee's sessions and to collaborate and provide access to the information in their possession. The committee may also request that the accounts auditors attend their meetings. See regulations

Strategy & Monitoring Committee

According to the board's code, the Strategy and Investments Committee will be made up of at least three of the Group's Board members, with the Chairman of the Board of Directors also acting as Committee Chairman.

POSITION	NAME	CLASS
President	Mr. García	External Independent
Member	Mr. Esmorís	Executive
Member	Mr. Moreu	Independent
Member	Mr. Martén	Independent
Member	Mrs. Navarro	Propietary
Member	Mr. Pradera	Independent
Member	Mr. Sendagorta	Independent

In 2022 this Committee met on four occasions. Without affecting the other tasks assigned by the board, the Strategy and Investments Committee has the following basic responsibilities:

Propose the annual investment budget of the companies that make up the TUBACEX Group.
Propose the disinvestments of the company's substantial assets.
Propose large-scale company transactions to the Board of Directors.

The Strategy and Investments Committee shall meet periodically in relation to its needs. Any member of the executive team or the company's personnel who is required to do so could attend the Committee's meetings and collaborate with it. See regulations

Appointments and remunerations committee

The Appointments and Remunerations Committee will be composed of at least three independent Board members.

POSITION	NAME	CLASS
President	Mr. Toribio	Independent
Member	Mrs. Navarro	Propietary
Member	Mr. Sendagorta	Independent

In 2022 this Committee met on three occasions. Without affecting the other tasks assigned by the board, the Appointments and Remunerations Committee has the following basic responsibilities:

Formulate and review the criteria governing the composition of the Board of Directors and the appointment of candidates.
Provide the Board of Directors with reports and proposals for the appointment of Board members so that the board can directly appoint them (co-optation) or can consider them so that the AGM can make a decision.
Propose the system and level of remuneration for the Board members, general managers and management committees to the Board of Directors.
Periodically review the remuneration system and consider its performance and any changes.
Report on transactions that imply or could imply a conflict of interests.

The committee should take into consideration the suggestions that come from the Chairman, board members, Board members and the company's shareholders. The Appointments and Remuneration Committee shall meet every time the board, or its Chairman requests that a report be issued or a proposal adopted and in any case, the committee will meet whenever it is required to ensure the good development of its functions. In any case, the committee will meet once a year to prepare the information on the Board members' remuneration that the Board of Directors and Management need to approve and include in the annual public documentation.

See regulations

Sustainability and Good Governance

POSITION	NAME	CLASS
President	Mrs. Lopez de Guereñu	Independent
Member	Mr. Martén	Independent
Member	Mrs. López Paños	Independent
Member	Mrs. López Granados	Propietary

With the aim of reinforcing the TUBACEX Governance structure, and in line with the existing recommendations and good practices in the matter, the TUBACEX Board of Directors agreed, at its meeting on July 22, to set up a new Sustainability Commission and Good Government. The functions of said Committee are included in the "Regulations of the Sustainability and Good Governance Committee" approved by the Board of Directors at its meeting on December 16, 2021. In this regard, the following basic functions are identified:

Promote the Company's ESG policies so that they are aimed at creating value through sustainable behavior
Guarantee that the Group's Strategic Plan integrates and develops ESG policies.
Know, supervise and evaluate the relationship processes with the different interest groups.
Guarantee that ESG risks are properly integrated into the Group's risk management and control models.
Determine the guidelines, criteria and general principles that must govern the content of the Non-Financial Information Statement, as well as any other equivalent reporting system.
Collaborate with the TUBACEX Foundation in identifying the elements of the Group's Strategy that can be promoted from it through specific ESG projects, so that it becomes an instrument of the sustainability policy.
Promote compliance by the Group with the 17 Sustainable Development Goals approved by the United Nations ("SDG").

In 2022 this Committee met on four occasions. See regulations

Estatutos Sociales

Reglamento Junta General Accionistas

Regulations of the Board of Directors

Regulations of the Audit and Compliance Committee

Regulations of Strategy and Monitoring Committee

Regulations of Directors’ Appointments and Remunerations Committee

Regulations of the Sustainability and Good Governance Committee

Reglamento interno de conducta en el mercado de valores

Code of Conduct

Política de remuneración del Consejo de Administración

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