Viscofan World Viscofan Group (english)

Viscofan Group

Viscofan BioEngineering

CORPORATE RESPONSIBILIITY
Board Committees
To reinforce the company's corporate governance, Viscofan's Board of Directors is supported by two committees: Audit Committee and Appointments and Remunerations Committee.

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:
NAME
POSITION

Ignacio Marco-Gardoqui Ibáñez
Chairman

Independent director
Economics degree from Deusto University.
Mr. Marco-Gardoqui has a long professional career, he has worked for financial institutions, and his activities have covered teaching, consulting, and the press world, where he has a strong reputation for his active contribution as economic expert and columnist for Vocento Group.

He also has developed wide experience in several industrial companies, belonging to several Boards of Directors. Currently he is Director of Progénika Biopharma, Minerales y Productos Derivados and Tubacex S.A.

Previously, he has been a member, amongst others, of the Board of Directors of Técnicas Reunidas, Banco del Comercio, IBV, Banco de Crédito Local, Schneider Electric España, Iberdrola Ingeniería y Construcción (Iberinco SA) and was chairman of Naturgás.

He is member of the Board of Directors of Viscofan, S.A, Chairman of its Audit Committee and member of the Appointments and Remuneration Committee.
Shares: 35,276
% Voting rights: 0.076%
First appointment: 15/December/2009
Last appointment: 21/April/2016

José María Aldecoa Sagastasoloa
Director

Independent director
Technical Electronic Engineer from the Polytechnic School of Mondragón. Graduate from the Executive Management Programme at IESE.
Throughout his long professional career, he has held various posts at COPRECI (1971-1982). He was Managing Director of Fagor Electrónica and member of the Board of Directors of Fagor, S. Coop. (1982- 1991).

Between 1984 and 1991, he was Vice-Chairman of ANIEL (National Association of Electronic Industries) and Chairman of the Components Board. He was also member of the Board of Directors of the European Electronic Components Association (EECA) between 1986 and 1991. Between 1992 and 2012, he held various positions at Mondragón Corporación and, in 2007, he was appointed Chairman of the General Board, a position he held until July 2012.

He has a wealth of experience in the international industrial world, especially in Asia, including the creation of Fagor Electrónica in Hong Kong, the integration of the production plants of Orkli, Orbea, Mondragón Automoción in the industrial park of Kunshan (China) and the opening of the industrial park of Pune in India. He has sat on the Board of Directors of various automotive and components companies (Copreci-Czech Republic, Copreci-Mexico, Vitorio Luzuriaga, Fagor Ederlan-Brazil, Paranoa-Cicautxo-Brazil, FPK, Fagor Ederlan Slovakia), and was director (1992-2006) and Chairman (2007-2012) of Mondragón Inversiones.

He was also Chairman of the Engineering Faculty of the University of Mondragón (1998-2002).

He was an independent director and member of the Delegated Committee of Gamesa Corporación Tecnológica, S.A.

He is member of the Board of Directors of Viscofan S.A. and member of its Audit Committee. In 2014 he was appointed as Lead Independent Director.

First Appointment: 23/05/2012
Reelections: 25/05/2018
Shares: 1,000
% Voting rights: 0.002%
First appointment: 23/May/2012
Last appointment: 25/May/2018

Santiago Domecq Bohórquez
Director

Nominee Director
He has studies at the School of Economic and Business Sciences of Universidad Pontificia Comillas-ICADE (Madrid) and at the School of Economic and Business Sciences of the University of Cádiz (UCA). Specialisation course in Managing Agrifood Companies (DEA) at the International Institute San Telmo (Seville).
Throughout his broad professional experience as a businessman he was, among others, Director of Coca-Cola Iberian Partners, S.L. until 2015, and prior to that, from 1997 Director of Refrescos Envasados del Sur, S.A. (RENDELSUR), company that joined Coca-Cola Iberian Partners S.L. in 2013.

Currently he is Director of Algar Aguas de Cádiz, S.A., Member of the Provincial Board of Cádiz, Member of the Natural Park of Los Alcornocales and Member of the Provincial Environment Council.

He is the Sole Director of Angustias y Sol, S.L and of its group of subsidiary companies operating in the financial, agriculture and livestock sectors, among others.

Nominee Director of Viscofan, representing Angustias y Sol S.L., and member of its Audit Committee
Shares: 2,415,046
% Voting rights: 5.182%
First appointment: 21/April/2016
Last appointment: 21/April/2016

Agatha Echevarría Canales
Director

Other External Director
Law degree from ICADE (Universidad Pontificia de Comillas) and is a Business Studies graduate from the same university.
She has broad professional experience in a number of multi-nationals, including the audit firm Touche and 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 has acted as a business strategy adviser to family firms and is currently Director of Papelera Guipuzcoana de Zicuñaga, SA.

She is member of the Board of Directors of Viscofan S.A. and of its Audit Committee.

First appointment: 28/01/99
Reelections: 05/05/03; 03/06/08; 11/04/14; 25/05/18
Shares: 42,869
% Voting rights: 0.092%
First appointment: 28/January/1999
Last appointment: 25/May/2018

Laura González-Molero
Director

Independent director
Laura González-Molero holds a Degree in Pharmacy, industrial specialisation, from the Universidad Complutense de Madrid and an Executive MBA from IE Business School awarded in 1999.
She has held senior executive positions in major international corporations in the Healthcare and Chemical sectors in Europe.

She was Chairwoman for Latin America at Merck Serono Biopharmaceuticals and Bayer Healthcare, having resided in Brazil and the United States, where she was responsible for more than two thousand five hundred employees and managed business figures in excess of one billion dollars, which has made her an international benchmark in these sectors. Her work as an executive has been rewarded on numerous occasions.

She was an independent Director of Viscofan from 2010 to 2016, and a member of its Appointments and Remuneration Committee, where she carried out an important job promoting and consolidating the functions of this Committee, as well as contributing diversity to the Board's decision-making through her participation in the various debates and deliberations where her criteria and opinion have contributed to the development of the Viscofan Group until the end of her mandate as an independent Director in 2016, when her professional commitments prevented her from considering her renewal as a Director.

She is currently an independent Director of Acerinox SA, Ezentis SA and Bankia SA, member of the Advisory Board of ISS in Spain, a member of Women Corporate Director and International Women Forum and a member of the board of trustees of the Adecco Foundation, among others.

She is member of the Board of Directors of Viscofan, S.A.
Shares:
% Voting rights: 0%
First appointment: 25/May/2018
Last appointment: 25/May/2018

​ 

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

Jaime Real de Asúa Arteche
Chairman

Independent Director
Industrial engineer, specialising in industrial organisation from the ETSII (Bilbao).
He is currently Non Executive Chairman of the Board of Directors of Elecnor S.A., Chairman of its Executive Committee and member of its Appointments and Remuneration Committee. He is also Chairman of the Infrastructures Committee of Elecnor and Director of Enerfín Enervento S.A., Enerfín Sociedad de Energía, S.L., and Celeo Concesiones e Inversiones, S.L.U., all of which belong to the Elecnor Group. He is also member of the Advisory Board of BBVA for the Northern region.

He has also been Chairman and Director of Adhorna Prefabricación S.A. until its takeover merger by Elecnor in 2015, and Director and secretary of Cantiles XXI, S.L. Furthermore, from 1987 to 2012 he was director of Internacional de Desarrollo Energético, S.A. (IDDE).

At the same time, from 1981 until 2011 he was linked to Grupo Cementos Portland Valderrivas, where he held different management positions and was a member of the Board of Directors of various companies of this Group.

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

First Appointment: 11/04/2014
Reelections: 25/05/2018
Shares:
% Voting rights: 0%
First appointment: 11/April/2014
Last appointment: 25/May/2018

José María Aldecoa Sagastasoloa
Director

Independent director
Technical Electronic Engineer from the Polytechnic School of Mondragón. Graduate from the Executive Management Programme at IESE.
Throughout his long professional career, he has held various posts at COPRECI (1971-1982). He was Managing Director of Fagor Electrónica and member of the Board of Directors of Fagor, S. Coop. (1982- 1991).

Between 1984 and 1991, he was Vice-Chairman of ANIEL (National Association of Electronic Industries) and Chairman of the Components Board. He was also member of the Board of Directors of the European Electronic Components Association (EECA) between 1986 and 1991. Between 1992 and 2012, he held various positions at Mondragón Corporación and, in 2007, he was appointed Chairman of the General Board, a position he held until July 2012.

He has a wealth of experience in the international industrial world, especially in Asia, including the creation of Fagor Electrónica in Hong Kong, the integration of the production plants of Orkli, Orbea, Mondragón Automoción in the industrial park of Kunshan (China) and the opening of the industrial park of Pune in India. He has sat on the Board of Directors of various automotive and components companies (Copreci-Czech Republic, Copreci-Mexico, Vitorio Luzuriaga, Fagor Ederlan-Brazil, Paranoa-Cicautxo-Brazil, FPK, Fagor Ederlan Slovakia), and was director (1992-2006) and Chairman (2007-2012) of Mondragón Inversiones.

He was also Chairman of the Engineering Faculty of the University of Mondragón (1998-2002).

He was an independent director and member of the Delegated Committee of Gamesa Corporación Tecnológica, S.A.

He is member of the Board of Directors of Viscofan S.A. and member of its Audit Committee. In 2014 he was appointed as Lead Independent Director.

First Appointment: 23/05/2012
Reelections: 25/05/2018
Shares: 1,000
% Voting rights: 0.002%
First appointment: 23/May/2012
Last appointment: 25/May/2018

Juan March de la Lastra
Director

Nominee Director
Degree in Administration and Business Management from Universidad Carlos III of Madrid. He has completed the Global Markets Training Program of J. P. Morgan and the Owner/President Management Program of Harvard Business School.
He gained his work experience at J.P. Morgan, London/Madrid.

He was General Manager and Chairman of March Asset Management SGIIC, Madrid.

He is currently Executive Chairman of Banca March S.A., Vice-Chairman of Corporación Financiera Alba and Board Member of the Juan March Foundation.

Likewise, he was member of the Board of Directors and the Executive Committee of ACS, of the Board of Directors of Acerinox, S.A and of the Strategic Committee of Indra Sistemas, S.A.

Nominee Director of Viscofan, S.A, representing Corporación Financiera Alba S.A. and member of its Appointments and Remuneration Committee.
Shares: 18,307
% Voting rights: 0.039%
First appointment: 07/May/2015
Last appointment: 07/May/2015

Nestor Basterra Larroudé
Director

Other External Director
Law degree and Economics graduate from the University of Deusto. He also holds an MBA from IESE.
He has spent most of his professional career working in banking, both internationally and in Spain, as head of the Capital Market and Corporate Banking departments in Bank of America and Banco Santander.

He is currently the Vice-chairman of Iberpapel Gestión S.A. and Board Member of Amistra SGIIC S.A.

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

First Appointment: 29/07/97
Reelections: 05/05/03; 03/06/08; 11/04/14; 25/05/18
Shares: 212,452
% Voting rights: 0.456%
First appointment: 29/July/1997
Last appointment: 25/May/2018