Tubacex Group
Corporate governance
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.
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 | - |
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.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.
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 |
- 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.
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 |
- 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.
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 |
- 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").

We are global
TUBACEX commemorates its recent EDF award at the World Nuclear Exhibition in Paris
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