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Committees

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There are four committees within the Board of Directors

The Delegated Executive Committee, with supervisory and oversight functions, subject to the delegation of the functions specific to the Board unless they expressly cannot be delegated.

Three information and advisory committees, without executive powers and, therefore, empowered to provide information, advise and propose with their area of activity:

Delegated Executive Committee (CED)

Members of the CED

  • Ms. Marta Álvarez Guil: Chair
  • Mr. José Ramón de Hoces Íñiguez
  • Mr. Javier Rodríguez-Arias Ambrosini

Participants: 

  • Mr. José María Folache González-Parrado - Retail General Manager
  • Mr. Santiago Bau Arrechea - Corporate and New Business General Manager

Main responsibilitIes

 

Main Responsibilities of the Delegated Executive Committe (CED)

Its mission is to assist the Board of Directors in its supervisory role of the management and executive bodies, ensuring that they comply with their obligations to report to the Board of Directors.

Audit and Oversight Committe (CAC)

Members of the CAC

  • Mr. Fernando Becker Zuazua: Chair
  • Ms. Cristina Álvarez Guil
  • Ms. Paloma García Peña
  • Mr. José Ramón de Hoces Íñiguez: Secretary

MAIN RESPONSIBILITIES

 

Main Responsibilities of the Comisión de Auditoría y Control (CAC)

  • Reporting to the General Meeting of Shareholders, through its Chair or Secretary, on matters raised that are the remit of the CAC, and regarding the outcome of the external audit in particular.
  • Overseeing:
    • The effectiveness of the internal oversight, the internal audit, the risk management and control systems.
    • The process to prepare and present the financial information.
    • The external audit of the accounts and submitting its proposal to the Board regarding the selection, appointment, re-election and replacement of the auditor.
  • Receiving information from the external auditor regarding the latter's independence and the process to audit the accounts, and to issue a report on the independence of the external auditor.
  • Overseeing the Compliance Function.
  • Analysing tax issues and key operations with related parties.
  • Submitting a report to the Board of Directors with the main critical concerns, after having analysed the risks and controls carried out by the different managers and the Risk Management and Control area.

Appointment and Remuneration Committe (CNR)

Members of the CNR

  • Ms. Marta Álvarez Guil: Chair
  • Ms. Cristina Álvarez Guil
  • Ms. Paloma García Peña
  • Mr. José Ramón de Hoces Íñiguez: Secretary

MAIN RESPONSIBILITIES

 

Main Responsibilities Appointment and Remuneration Committee (CNR)

  • Assessing the powers, knowledge and experience needed on the Board of Directors, and defining the roles and skills required of the candidates to cover each vacancy.
  • The annual assessment plan for the Board of Directors and its committees analyses its running; the improvement measures to be implemented in the following financial year are then agreed. There will be an independent advisor for the assessment process from 2024 onwards.
  • Submitting to the Board of Director the proposed appointments of board members, whether or not independent, to be confirmed by the General Meeting, along with the proposed re-elections or removals of board members by the General Meeting. The Committee assesses the abilities and expertise of the members of the Board of Directors annually; its report is sent to the Board of Directors which must then submit it for the approval the General Meeting of Shareholders.
  • The opinions and independence of the stakeholders are taken into consideration when appointing and selecting the members of the supreme governing body of the company. A suitability assessment, taking into consideration other posts and duties that the board member may hold, is performed for the new appointments.
  • Examining and organising the handover of the chair of the Board of Directors and the CEO of the Company and, as applicable, submitting proposals to the Board so that the handover takes place in an organised and scheduled manner.
  • Reporting on the appointment proposals for the remaining board members so that they are co-opted or for the decision to be submitted to the General Meeting, along with the proposed re-elections or removals by the General Meeting.
  • Reviewing the board member and senior executive remuneration policy and submitting a improvement proposal to the Board of Directors as necessary

Sustainability Committee (CS)

Members of the CS

  • Mr. Manuel Pizarro Moreno: Chair
  • Ms. Cristina Álvarez Guil
  • Cartera Mancor (represented by Ms. Paloma García Peña) 
  • Ceslar Corporation (represented by Ms. Carlota Areces Galán) 
  • D. José Ramón de Hoces Íñiguez: Secretary

MAIN RESPONSIBILITIES

 

Main Responsibilities Sustainability Committee (CS)

  • Monitoring the social and environmental goals, action plans, practices and policies of the Group.
  • Controlling the sustainability strategy, policies and practices of the Group.
  • Checking compliance of the health and safety standards of the products retailed by the Group.
  • Checking compliance of the strictest environmental standards, helping to preserve biodiversity and the sustainable management of the natural resources, in the use of raw materials, production processes, product and stores.
  • Checking compliance of our Human Rights policies within the value chain.
  • Reporting and overseeing the sustainability information reporting processes, as per leading international standards and the applicable legislation.
  • Promoting a strategy in keeping with the Group's policies for social action, sponsorship and frontage.
  • Fostering and controlling the Group's contribution to the achievement of the Sustainable Development Goals approved by the United Nations.
  • It drives, supervises and oversees the corporate sustainability policy, using two key instruments: the Sustainability Master Plan and the Non-Financial Report of the Group.

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