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Board
Committees

Within the Board of directors and through its devolution there exist at least an Executive Committee and an Audit Committee.

Executive Committee

The Executive Committee consists of three members of the Board of Directors: the President, the First Vice-President and one Director.

This Committee is entrusted with all the decision-making powers of the Board, except those which cannot be delegated, and the sale, exchange and encumbrance of real property and indusstrial facilities.

The current composition of the Audit Committee is as follows:

NAME POSITION
 
José Domingo de Ampuero y Osma President
 
Nestor Basterra Larroudé Director

Independent director

Law degree and is an Economics graduate from the University of Deusto. He also has an MBA from IESE.

He spent most of his career working in corporate banking both internationally and in Spain as responsible in capital market and corporate department in Bank of America and Banco Santander.

He is currently Vice-president of Iberpapel Gestion SA, partner and member of the board of Director of Amistra SGC, S.A.  and member of the Executive Committee of Viscofan, S.A., Director of Naturin Viscofan GmbH , and Industrias Alimentarias de Navarra, S.A.U.

First appointment
29 jul 1997
Last appointment
03 jun 2008
 
Agatha Echevarría Canales Director

Independent director

Law degree from ICADE (Universidad Pontificia de Comillas) and is a Business Studies graduate from the same university.

Born in San Sebastian. She has broad professional experience in a number of multi-nationals, including the audit firm Touche & Ross, S.A., British Petroleum España, S.A. and the investment bank Charterhouse Limited in which she was Managing Director and Director of its Spanish subsidiary and founder and director of D+A Documentación y Análisis S.A.

She currently acts as a business strategy adviser to family firms

Member of  the Board of Directors of Viscofan, S.A., of its Executive Committee, Audit Committee and Appointments and Remeneration Committee.

First appointment
28 jan 1999
Last appointment
03 jun 2008

Audit Comittee

The functions of the Audit Committee include: to supervise the internal audit service; to supervise the Company's financial reporting process and its internal control processes; to propose the external auditor; to review the audit plan and its results and to check that senior management takes its recommendations into account; to report on the Annual Accounts and intermediary reports, commenting on internal control systems, the control of their supervision and compliance through the internal audit, as appropiate, and the accounting criteria applied. It must also report to the Board on any change in accounting criteria and balance sheet and off-balance sheet risks.

The current composition of the Audit Committe is as follows:

NOMBRE CARGO
 
Alejandro Legarda Zaragüeta President

Independent director

Industrial engineering graduate from the Escuela Superior de Ingenieros Industriales in San Sebastian and holds a Masters in Economics and Business Administration from IESE (Barcelona).

With broad experience in industry, in 1989 he was appointed Financial and Administrative Director of Construcciones Auxiliares de Ferrocarriles, S.A. (CAF) where he subsequently became General Managing Director in 1992. In 2006 he joined the Board of Viscofan, S.A. as an independent Director and in 2007 became an observer on its Audit Committee.

First appointment
22 May 2006
Last appointment
22 may 2006
 
Agatha Echevarría Canales Director

Independent director

Law degree from ICADE (Universidad Pontificia de Comillas) and is a Business Studies graduate from the same university.

Born in San Sebastian. She has broad professional experience in a number of multi-nationals, including the audit firm Touche & Ross, S.A., British Petroleum España, S.A. and the investment bank Charterhouse Limited in which she was Managing Director and Director of its Spanish subsidiary and founder and director of D+A Documentación y Análisis S.A.

She currently acts as a business strategy adviser to family firms

Member of  the Board of Directors of Viscofan, S.A., of its Executive Committee, Audit Committee and Appointments and Remeneration Committee.

First appointment
28 jan 1999
Last appointment
03 jun 2008
 
Gregorio Marañón Bertrán de Lis Director

Independent director

Law graduate from the Universidad Complutense in Madrid and completed the Senior Executive Programme at the IESE.

He has broad experience working in the legal profession and in the financial sector, where he was Managing Director of Banco Urquijo, Chairman of Banif and Director of Argentaria and of BBVA.

He is currently Chairman of Roche Farma, of Universal Music Spain, of Logista, S.A; Director of Prisa and member of its Executive Committee, president of its appointments and remuneration committee and member of its corporate governement committee; member of the board of director of Prisa TV, and of its Audit Committee and president of its Appointments and Remuneraton Committee; member of the board of Altadis; chairman of Advisory Board of Spencer Stuar; and member of the advisory board of Vodafone and Aguirre & Newman.

In the cultura sphere he is Presidente of the Teatro Real, the Foundation Greco 2014, and Real Fábrica de Tapices; Vice-president and president of the Executive committee of the Ortega-Marañon Foundation; director of Santillana Foundation, Altadis Foundation, Real Fundación de Toledo, Army Museum and Toledo International center for the peace. He is a permanent member of the San Fernando Real Academia de Bellas Artes, and has been member of the International Council of the Tate Gallery.

He holds the grand cross of Alfonso X el Sabio and officer of the french legion of honor, and adopted son of the city of Toledo.

 
First appointment
28 jan 1999
Last appointment
03 jun 2008
 
José María Aldecoa Sagastosoloa Director

Independent director

Ingeniero Técnico en Electrónica por la Escuela Politécnica de Mondragón. Master en Administración y Dirección de Empresas

Desde 2007 y hasta el 2012 ha sido presidente de la cooperativa Mondragón, y cuenta con una dilatada experiencia en el mundo industrial internacional, especialmente en la región de Asia, incluyendo la creación de F. Electrónica en Hong Kong, la apertura de la planta productiva de semiconductores en Tailandia, apertura de las plantas productivas en China para Fagor Automoción y Orkli, y la apertura del parque tecnológico de Kunshany en India.

First appointment
23 june 2012
Last appointment
23 june 2012

Appointments and Remuneration  Committee

Its role is to propose the appointment of independent Directors and to report on the remaining Directors and on the appointments and separations of senior management; to report to the Board on matters of gender diversity; and to propose to the Board the remuneration policy for Directors and senior management and the remuneration policy in relation to shares and options, as and when applicable, including any long-term remuneration policies.

The current composition of the Appointments and Remuneration Committee is as follows:

NAME POSITION
 
Ignacio Marco Gardoqui Ibáñez President
 
José Cruz Pérez Lapazarán Director

Independent director

Agricultural Engineering graduate from the Madrid Polytechnic.

Native of Madrid. With broad experience in government service at the Ministry of Agriculture, with postings in Spain and abroad, and deputy in the general courts of the spanish state.

He has held the positions of Director General of Agri-food Organization and Industry in the Government of La Rioja, Minister for Agriculture, Livestock and Forestry in the Government of Navarre, was Chairman of the Boards of various listed companies and professor in the Food Technology and Projects Departments of the University of Saragossa and the Public University of Navarre.

Former senator and currently deputy of the congress he has been very active as Chairman or member of the various Agricultural, Fisheries and Food committees of the Congress. He is a recipient of the Gran Cruz del Merito Agrario y Pesquero.

He is member of the Board of Directors of Viscofan, S.A, and member of its Appointments and Remuneration Committee and Chairman of the Audit Committee.
.

First appointment
24 jun 1998
Last appointment
03 jun 2008
 
Laura González Molero  Director

Independent director

Graduate in Pharmaceuticals from the “Universidad Complutense de Madrid”, Executive MBA from the “Instituto de Empresas”,  she holds several graduate degrees at prestigious Universities such as Harvard Business School, Insead, IMD, and Kellog Business School.

Chairman and CEO of the Merck Group in Spain and independent Director of the Leche Pascual Group.

Currently, she is leading the integration process of Milipore to the Merck Group, with experience in the integration process with the biotechnology company Serono, a company with which she has been linked, in different posts, since 1999, and in which she was Vice-Chair of Serono Iberia y Paises Nordicos and Nordic countries when purchased by the Merck group.

She was previously Managing Director of Farmacéutica Essex from the Schering-Plough Group, and Laboratorios Farmacéuticos Guerbert, S.A, as well as sales director for Roche, S.A.

Currently she is member of the Board of Directors of the Circulo de Empresarios, APD, and Adecco.

Her career has also been recognised by numerous prizes and awards in recognition of her work as a notable director. She was the first woman who received the award "Executive of the Year" in 2007 by the Madrid Chamber of Commerce.

 
First appointment
22 apr 2010
Last appointment
01 jun 2010
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