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.
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.
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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