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	2019-05-22	Strategy & Investments
JESÚS ESMORÍS	CEO	Executive	2013-05-29	2019-05-22	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	2019-05-22	Appointmets & remuneration
NURIA LÓPEZ DE GUEREÑU	BOARD MEMBER	Independent	2015-05-27	2019-05-22	Audit & Compliance
MANUEL MOREU	BOARD MEMBER	Independent	2015-03-26	2019-05-22	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.

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.

NAME	CLASS
Mr. Gonzalez- Adalid	Independent
Mrs. López de Guereñu	Independent
Mrs. Navarro	Proprietary
Mr. García	Independent

This Committee met on eight occasions in 2019. Without affecting the other tasks assigned by the board, the Audit and Compliance Committee has the following basic responsibilities:

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.

Strategy & Investments 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. Videgain	Other external
Member	Mr. Esmorís	Executive
Member	Mr. González - Adalid	Proprietary
Member	Mr. Moreu	Independent
Member	Mr. Marten	Independent

In 2019, this Committee met on two 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.

Appointments and remunerations committee

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

NOMBRE	CARACTER
Sr. Pradera	Externo independiente
Sra. Lopez	Externo dominical
Sr. Sendagorta	Externo independiente
Sra. García	Externo independiente

In 2019, this Committee met on four 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.

Estatutos Sociales

Reglamento del Consejo de Administración

Reglamento interno de conducta en el mercado de valores

Descargar política de remuneración del Consejo de Administración.

Code of Conduct

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