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
ÁLVARO VIDEGAIN PRESIDENT Other external 1992-07-15 2013-05-29 Strategy & Investments
JESÚS ESMORÍS CEO Executive 2013-05-29 2013-05-29 Strategy & Investments
ANTONIO GONZÁLEZ-ADALID VICEPRESIDENT Independent 2009-05-28 2018-05-23 Strategy & Investments /Audit & compliance
ANTONIO Mª PRADERA BOARD MEMBER Independent 2015-05-27 2015-05-27 Appointmets & remuneration
NURIA LÓPEZ DE GUEREÑU BOARD MEMBER Independent 2015-05-27 2015-05-27 Audit & Compliance
MANUEL MOREU BOARD MEMBER Independent 2015-03-26 2015-05-27 Strategy & Investments
ISABEL LÓPEZ (1) DIRECTOR Proprietary 2018-02-23 2018-02-23 Appointments and remunerations
JORGE SENDAGORTA BOARD MEMBER Independent 2018-05-23 2018-05-23 Appointments and remunerations
IVÁN MARTÉN BOARD MEMBER Independent 2018-05-23 2018-05-23 Strategy & Investments
GEMA NAVARRO (1) BOARD MEMBER Proprietary 2019-05-22 2019-05-22 Audit & Compliance
ROSA MARÍA GARCÍA BOARD MEMBER Independent 2019-05-22 2019-05-22 Appointments & remunerations
FRANCISCO JAVIER GARCÍA BOARD MEMBER Independent 2019-05-22 2019-05-22 Audit & Compliance
MAIDER CUADRA SECRETARY NON MEMBER - 2013-02-22 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.

 

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