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 2019-05-22 Strategy & Monitoring
JESÚS ESMORÍS CEO Executive 2013-05-29 2019-05-22 Strategy & Monitoring
ANTONIO Mª PRADERA BOARD MEMBER Independent 2015-05-27 2019-05-22 Strategy & Monitoring/Appointmets & Remuneration
NURIA LÓPEZ DE GUEREÑU BOARD MEMBER Independent 2015-05-27 2019-05-22 Audit & Compliance /Sustainability and Good Governance
MANUEL MOREU VICEPRESIDENT Independent 2015-03-26 2019-05-22 Strategy & Monitoring
ISABEL LÓPEZ (1) BOARD MEMBER Proprietary 2018-02-23 2018-02-23 Appointments and Remunerations
JORGE SENDAGORTA BOARD MEMBER Independent 2018-05-23 2018-05-23 Appointments and Remunerations /Sustainability and Good Governance
IVÁN MARTÉN BOARD MEMBER Independent 2018-05-23 2018-05-23 Strategy & Monitoring /Sustainability and Good Governance
GEMA NAVARRO (1) BOARD MEMBER Proprietary 2019-05-22 2019-05-22 Strategy & Monitoring/ Sustainability and Good Governance
JOSÉ TORIBIO GONZÁLEZ BOARD MEMBER Independent 2021-09-23 2021-09-23 Audit & Compliance
GRACIA LÓPEZ GRANADOS BOARD MEMBER Independent 2022-06-29 2022-06-29 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.

Sustainability and Good Governance

POSITION NAME CLASS
President Mrs. Lopez de Guereñu Independent
Member Mr. Martén Independent
Member Mr. Sendagorta Independent
Member Mrs. Navarro 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 2021, this Committee met on two occasions. See regulations
Estatutos Sociales
Reglamento Junta General Accionistas
Reglamento del Consejo de Administración
Reglamento Comisión de Auditoría y Cumplimiento.
Reglamento Comisión de Estrategia y Seguimiento
Reglamento Comisión de Nombramientos y Retribuciones.
Reglamento Comisión de Sostenibilidad y Buen gobierno
Reglamento interno de conducta en el mercado de valores
Code of Conduct
Política de remuneración del Consejo de Administración.

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