At 31 December 2018, the Parent Company is aware of the following significant interests:
The Viscofan Board of Directors is composed of a total of 10 directors, of which two are executive, two are nominee, two are classified as other external, and the other four are independent. The secretary and vice secretary do not hold the position of directors.
On 25 May 2018, Alejandro Legarda, an independent director until that date, ended his term, and the General Shareholders' Meeting appointed Laura González Molero as Independent Director to cover the vacancy. Likewise, and as a result of the agreements reached at the General Shareholders' Meeting, the Delegate Committee was decommissioned, the composition of the Audit Committee and the Appointments and Remuneration Committee was modified, and Ignacio Marco-Gardoqui was appointed as sole vice chairman of the Board of Directors.
Subsequently, José Antonio Cortajarena was appointed vice secretary non-board member of the board on 27 December.
Industrial Engineer from Bilbao's Higher School of Industrial Engineers and Master of Business Administration from the University of Southern California. Los Angeles. USA.
His extensive professional career has led him to hold various important positions, such as Vice-Chairman of Naviera Vizcaína, Chairman of S.A. de Alimentación, Vice-Chairman of BBVA Bancomer (Mexico), Chairman of Bodegas y Bebidas, Vice-Chairman of Banco Bilbao Vizcaya Argentaria S.A., Vice-Chairman of Iberdrola, Chairman of Cementos Lemona S.A. and member of the Board of Directors of the Asociación para el Progreso de la Dirección.
He is currently Chairman of Autopista Vasco-Aragonesa S.A. and director of Corporación Financiera Alba S.A. and Tubacex S.A.
Amongst other activities, he is member of the Basque Business Circle, and its former chairman, member of the Board of Caridad de la Santa y Real Casa de Misericordia of Bilbao, and its former chairman.
He is the Executive Chairman of Viscofan S.A.
Degree in Economics and Business from Deusto Business School, Advanced course of studies in International Transport & Distribution at the London School of Foreign Trade.
He has in-depth knowledge of the casings business, thanks to his experience within the Viscofan Group, which he joined in 1996 as Managing Director of Viscofan do Brasil Sociedad Comercial e Industrial Ltda, where he led the expansion of the Viscofan Group in South America until his appointment in 2006 as Managing Director of Viscofan, S.A. and the Group of companies of which it is the parent company, a position he currently holds, and from which he has significantly contributed to strengthening Viscofan's leadership and its international expansion.
He is a member of the Board of Directors of Maxam Corporation Holding, S.L, and board member representing Viscofan Group in Fundación Cetena (CEMITEC).
He is also a member of the Board of Directors of Asociación Centro Rafaela María de Acción Social, for the integration of people with disabilities in Vizcaya.
In 2014 he joined the Board of Directors of Viscofan S.A. as Executive 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 Board of Directors. Currently he is director of Minerales y Productos Derivados and Teknia Group.
He was a director of Tubacex and Progénika Biopharma until 2018, and he previously was member, among others, of the Boards of Directors of Técnicas Reunidas, Banco del Comercio, IBV, Banco de Crédito Local, Schneider Electric Spain, Iberdrola Ingeniería y Construcción (Iberinco S.A.) and Chairman of Naturgás.
He is the Vice Chairman of the Board of Directors of Viscofan S.A. and Chairman of its Audit Committee.
Technical Engineer in Electronics from the University of Mondragón and Senior Business Management Programme from IESE.
Throughout his long professional career, he has held various posts at Copreci (1971-1982), 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 Board member of Asociación Europea de Componentes Electrónicos (EECA)
Since 1992, he has been developing his professional career at MONDRAGON CORPORACION as Vice Chairman (1992-2006), managing the Components Division (1992-1999) and the Automotive Division (1999-2006). He was appointed Chairman in 2007, which is 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 and Thailand, the integration of the production plants in the industrial park of Kunshan, China.
He has sat on the Board of Directors of various automotive and components companies (Copreci in the Czech Republic and Mexico, Fagor Ederlan in Brazil and Slovakia, Paranoa-Cicautxo in Brazil, FPK, Chairman of Vitorio Luzuriaga), and he was director (1992-2006) and Chairman (2007-2012) of MONDRAGON INVERSIONES.
He was an independent director and member of the Delegated Committee of Gamesa Corporación Tecnológica, S.A. from 2012 to 2017.
He is member of the Board of Directors of Viscofan, S.A, of the Audit Committee and of the Appointments and Remuneration Committee. In 2014 he was appointed as Lead 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 Markets 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.
Law degree and Business Studies graduate from Universidad Pontificia de Comillas (ICADE).
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 advised family businesses on their business strategies and is currently a Board Member of Papelera Guipuzcoana de Zicuñaga, SA and Banca March SA, forming part of its Audit Committee and the Global Risk and Technological Change Committee.
She is member of the Board of Directors of Viscofan SA and member of its Audit Committee.
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 Committee of Elecnor Infraestructuras and Director of Enerfín Sociedad de Energía, S.L., and of Celeo Concesiones e Inversiones, S.L.U., belonging to the Elecnor Group, Director of Cantiles XXI, S.L, and Tasdey S.A. and member of the BBVA Advisory Board of the Northern Zone.
He has also been Chairman and Director of Adhorna Prefabricación S.A. until its takeover merger by Elecnor in 2015. He was also a director of Internacional de Desarrollo Energético, S.A. (IDDE) between 1987 and 2012.
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.
Degree in specialised industrial pharmacy from the Complutense University of Madrid and Executive MBA from the IE Business School 1999.
She has held the position of CEO in large international corporations in the Health Care 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 S.A., Ezentis S.A. and Bankia S.A., 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 SA and member of its Audit Committee.
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 has developed his professional career 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 Board of Directors 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.
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.
Law degree from the University of Navarre.
Practising lawyer with his own law office, founded by him, ZUZA ABOGADOS. Working mainly in the area of civil and mercantile private litigation, and qualified in Navarre Local Law. He has been a faculty member of the two law schools in Navarre since they were first created.
He is member of the Advisory Board of Civil Local Law of Navarre, appointed by the Lawyers' Associations of the Autonomous Community of Navarre.
He is on the list of arbitrators in Mercantile Law of the Arbitration Court of the Chamber of Commerce and Industry in Navarre and has been Treasurer for the governing committee of the professional association of lawyers (Colegio de Abogados) in Pamplona for ten years.
He also is member of Fundación Universidad-Sociedad and Member of the Guarantees Committee of the School of Legal Sciences of the Public University of Navarre.
He was awarded the Order of Merit in Law Practise by the Plenary of the General Council of Spanish Lawyers. He was also awarded the 2nd Class Distinguished Cross of the Order of St. Raimundo de Peñafort by the Ministry of Justice.
He has experience as a legal advisor to, and member of, many Boards of Directors, particularly in the role of Secretary of the Board.
Law degree from the Basque Country University and Master's degree in Corporate Legal Services. IE Business Law. State Lawyer (on leave).
Lawyer with extensive experience in different areas of Law (mainly corporate governance, capital markets, M&A, contracting, arbitration and litigation) from holding the position of General Secretary and Vice Secretary of the Board of Directors of Siemens Gamesa Renewable Energy S.A. (formerly Gamesa Corporación Tecnológica S.A, 2007-2017) and for his active service as a State lawyer (1998-2007) and lawyer for EY Legal (1990-1993). As a member of Gamesa's senior management, he was also appointed Corporate General Manager of the Group (2013-2017).
He has also been a member of various collegiate bodies and Boards of Directors in public sector organisations and companies and has provided advisory services as secretary of their governing bodies.
In his teaching activity he has been a professor, among others, at the School of Legal Practice of the University of Navarre and member of its Office for Professional Guidance and is the author of several monographs and articles in several legal publications.
Note: Elena Ciordia held office until December 2018. José Antonio Cortajarena was appointed legal director and deputy secretary of the board in December 2018. Bertram Trauth held office until his retirement in December 2018, when Wilfried Schobel was appointed as General Manager in Germany. On 1 January 2019, César Arraiza was appointed Chief Strategy, Organization & Systems Officer, with responsibility in formulating strategies and supporting the business units in their execution, the organisational design and the management of the Group's information systems, and Mary Carmen Peña was appointed as CFO of the Viscofan Group.
Viscofan, as the holding company of a group of companies present in 18 countries, including those newly acquired in Australia and New Zealand, considers that good corporate governance is an essential factor for the generation of value, the improvement of economic efficiency, the integration of the business and the reinforcement of the trust of its shareholders and other stakeholders through the proper division of functions, duties and responsibilities between the governing and management bodies of the company.
To this end, Viscofan adds a strategic value to its good corporate governance to provide a high level of trust to make its business goals and structure compatible with the protection of shareholders’ and other stakeholders' interests.
In recent years, Viscofan has progressively reinforced its structure to ensure the incorporation of the principles and best practices of good corporate governance both nationally and internationally, adapting them to the circumstances of the group until reaching the best level of compliance.
The Viscofan Board of Director's commitment to Good Governance is manifested in its Corporate Social Responsibility (CSR) Policy, which was approved by the board to promote the development of a culture of best practices in CSR and contribute to improving the welfare of people, promote the economic, environmental and social development of the communities in which the Viscofan Group is present, and create sustainable value through ethical behaviour for all its stakeholders: shareholders, employees, customers, suppliers and society.
To this end, the Regulations of the Boards of Directors were amended in 2018, adding new functions to the Audit Committee, which must periodically assess the adequacy of the company's corporate governance system in order to fulfil its mission of promoting corporate interest and taking into account the interests of other stakeholders. It must also review the CSR policy and ensure that it is aimed at creating value, and monitor and assess the degree of CSR compliance.
The governance structure of Viscofan is based on two main bodies: the General Shareholders's Meeting and the Board of Directors
|% Attending in person||18.22%||17.20%||13.90%|
Shareholders and the General Meeting
The General Shareholders´ Meeting is the supreme governing body of the Company in which shareholders decide by a majority vote on the affairs within the scope of their authority. The General Meeting of Shareholders is one of the most important moments of corporate life and will shaping. Viscofan has established the principle of “one share, one vote”, which promotes equality among all of the company's shareholders.
There is only one class of shares, giving the same rights and obligations to all of the Company's shareholders. There are no restrictions to voting and no limit to the number of votes that can be cast by one single shareholder.
Over recent years, Viscofan has taken a number of steps to facilitate transparency, fluid communications and shareholder involvement. A particularly noteworthy initiative is a bonus for attendance payable to the shares present or represented at the General Shareholders´ Meeting that have duly evidenced their attendance or representation thereat, which is recorded in the Policy to encourage shareholders to take part in the General Meeting of Shareholders approved by the Board of Directors.
In 2018, a proposal was submitted again for a bonus per share of €0.01. Likewise, at the 2018 General Shareholders' Meeting, it was agreed to reduce the number of shares required to attend the meeting (from 1,000 shares to 100 shares), without prejudice to the shareholders' right to group for this purpose and also to facilitate shareholders with the option of remote voting or, where appropriate, voting by proxy through electronic means, including the possibility that said proxy contain voting instructions.
With the same purpose of encouraging and facilitating the participation of shareholders in the General Shareholders' Meeting, Viscofan published on its website an attendance, proxy appointment or remote voting card to make it easier for shareholders to exercise their rights through its use and a questionnaire to respond to the most commonly asked questions, formal and tangible, directed by its shareholders, depository institutions and other intermediaries on the development of the General Meeting and other items included in the agenda, and it continues to promote continuous dialogue with shareholders, their representatives and advisors through the Investor Relations Department and the Shareholder Desk to ensure access to information that is necessary for them to exercise their rights and take appropriate decisions.
As from the notice of the General Shareholders´ Meeting, Viscofan includes a link on the landing page of its website with direct access to all the information related to the General Meeting, including electronic means for the delegation of votes and distance vote, and the card that can be used to exercise such rights, along with a list of questions received on the General Meeting and answer to them.
Likewise, the company places an online forum which aims to facilitate communication among shareholders with reference to the General Meeting, in which they can publish:
To facilitate communication among shareholders with reference to the General Meeting , in which they can publish:
INVESTOR RELATIONS AND SHAREHOLDER’S OFFICE: +34948198436
INVESTOR RELATIONS E-MAIL: email@example.com
Board of Directors
The Board of Directors is the body in charge of the representation and administration of the Company, with its general principle of action to maximise the value of the company in a sustained manner. Its essential function is the general supervision of all aspects that form part of the Viscofan S.A. company and, as the case may be, of the companies that comprise its group of companies, and the Board must always follow the criteria of the unity of purpose, the independence of criteria, equal treatment to the shareholders and be guided by the social interest, understood as sustainably maximising the economic value of the company (Art.4 of the Board of Directors Regulations).
The Board of Directors consists of ten directors, of which two are executive, two are nominees, representing the shareholders Corporación Financiera Alba, S.A., and Angustias y Sol S.L., two are other external and the other four are independent, thus complying with the recommendations for good corporate governance in that the number of nominee and independent directors should constitute an ample majority on the Board of Directors. The secretary and vice secretary do not hold the position of directors.
In terms of gender diversity on the Board of Directors, 20% of the members are women and 80% are men.
In order to perform the functions with the required rigor and efficiency, the Board of Directors of the Company prepares an annual schedule of meetings of the Board and the various committees, so that the directors can better plan their time and to encourage commitment to, and attendance of meetings. Furthermore, the annual plan includes visits to some of the Group's centres and involvement of the management to better monitor the implementation of the Group strategy and the management of each of its companies. The Board holds regular meetings for which directors receive the information they need well in advance, including, as appropriate, the minutes or reports of the different Board Committees.
The Board met on 12 occasions in 2018, and the Board Chairman attended all the meetings. All meetings were attended by all the directors in person, or by proxy with specific instructions. The percentage of meetings attended in person of the total votes during 2018 was 95.83%.
Likewise, the Board of Directors carries out its annual evaluation of the quality and efficiency of operation, diversity and competences of the Board itself and of the Committees, coordinated by the Secretary and conducted by the Lead Director in the case of the Executive Chairman, to whom the Appointments and Remuneration Committee submits its report, where it analyses the formal and material aspects of its activity, the performance of the directors and Chairmen of each of the Committees and that of the Board itself, including any observations that may be useful to improve its work.
In 2016, the company commissioned Spencer Stuart as an independent external advisor to evaluate the Board and its Committees with highly satisfactory results. Actions are still being carried out to guarantee the participation of the directors, facilitating their dedication and attendance to the meetings, to provide them with tools to give more in-depth knowledge of specific aspects of the activity and specific environments of the different production centres, thus improving the monitoring of the strategy of the Group and of each of its companies. The participation of an external advisor is again planned for the evaluation process for 2019.
Full information of the Board of Directors is permanently accessible in the "Corporate Governance" section of the Company's website, which also includes individualised information of the category of each of the directors, reviewed every year, once it has been verified by the Appointments and Remuneration Committee, membership in the different Committees, and other relevant details, as referred above in this report.
A new remuneration policy for directors was approved at the 2018 General Meeting held on 25 May, which came into force on that date and which is available on the company's website.
Board of Directors Committees
The Board has created two committees in support of its functions: The Audit Committee and the Appointments and Remuneration Committee.
On 25 May 2018, the Delegated Committee in effect until that date was decommissioned as a result of there being two executive directors, the adaptation of the size of the Board to the recommendations of good Governance, together with a greater specialisation and assignment of functions to the Board Committees and the development of Board meetings and committees that have improved their Visibility of the Company, empowered to request the presence of senior management and other Group employees to inform at its meetings.
Therefore, by replacing its activity with that of the Board as a whole and of the Committees in the functions assigned to them, increased fieldwork and preparation of the topics to be discussed by the Group's senior management is also required.
Until its decommissioning on 25 May 2018, the Delegated Committee comprised three directors, the Chairman and the two Vice chairmen. The Delegated Committee met 5 times in 2018 and complied with its delegated board duty.
The Audit Committee comprises five members, 40% women and 60% men. All non-executive and the majority are independent, appointed by the Board of Directors pursuant to a report by the Appointments and Remunerations Committee, bearing in mind accounting, auditing and risk management knowledge, skills and experience. Its Chairman is the independent director Ignacio Marco-Gardoqui.
The functions of the Audit Committee include those established by law, including supervising the preparation and integrity of the Company's financial information, and reviewing the ICFR; review, analyse and comment on the financial statements and other relevant financial information with Senior Management, internal and external auditors; supervise the adequacy of the control policies and procedures in place, reviewing the internal control and risk management systems; supervise internal audit services and verify that Senior Management takes their recommendations into account; propose an external auditor, ensure its independence, review the audit plan and the results of its execution.
It shall also supervise compliance with the internal codes of conduct and the rules of corporate governance, be aware of and, where appropriate, respond to initiatives, suggestions or complaints raised by shareholders regarding the scope of their duties, establish and supervise a mechanism that allows employees to confidentially and, if appropriate, anonymously, communicate their concern about possible irregular practices of potential importance, especially in accounting, financial or auditing, human rights and corruption within the company.
This last aspect, the new wording of the 2018 Board of Directors Regulations, includes new functions for the Audit Committee who must also periodically evaluate the adequacy of the company's corporate governance system and review, assess and monitor the Corporate Social Responsibility policy, in addition to supervising the non-financial reporting and diversity process.
To better fulfil its functions, the Audit Committee may seek the advice of external professionals. The Audit Committee issues its own annual report of activities, available to the public on the company's website.
In 2017 the Audit Committee put forward to the Board of Directors the designation of PricewaterhouseCoopers S.L. as the new Accounts Auditor of Viscofan S.A. and the consolidated Group for 2017, 2018 and 2019.
The Audit Committee met 11 times in 2018. Throughout its relationship with its external auditor (PricewaterhouseCoopers S.L. in accordance with the approval by the 2017 General Shareholders´ Meeting as accounts auditor for 2017, 2018 and 2019 years) and as one of its obligations, it ensured that the financial statements were presented without reservations or qualifications, and with total independence. Whenever the Audit Committee considered it appropriate, it required the presence of members of the management team, the internal audit and external auditors.
As in preceding fiscal years, the Audit Committee has revised and analysed, prior to its submission to the Board of Directors and disclosure to the CNMV and the stock markets, the financial statements both of Viscofan S.A as well as of its Group, and the contents of the quarterly, six-month and annual reports, to confirm that the information contained is reliable, comprehensible, relevant and that accounting criteria consistent with the previous year-end has been followed, for which it has been provided with the assistance of the Group’s Senior Management, especially of the areas in charge of the Consolidation and Financial functions, as well as of external and internal auditors.
Among subjects regarded by the Committee are the analysis on the acquisition of companies Transform Pack Inc., Globus Australia PTY Ltd, Globus New Zealand Ltd and Jupiter PTY Ltd. and the monitoring of “Purchase Price Allocation”, done in accordance with current regulations. Also the monitoring of indemnifications for infringement received and the agreement reached with Crown Food Spain, S.A., the monitoring of the balance of ICMS receivable in Brazil and its recoverability plan, among others. The Committee has analysed and approved the work plan for 2018 fiscal year developed by this area, has carried out a recurring supervision of its execution and has been directly informed about any incidences during its development. In relation to Directive 2014/95/UE, the Spanish legislation in force and Law 11/2018, about non-financial information, the Committee has promoted and supervised its compliance with the Social Corporate Responsibility policy and has monitored the reporting process of the non-financial statement added in the management report.
Regarding the functions developed by the Group’s Intern Audit area, on which it reports functionally to the Audit Committee, the Committee has analysed and approved the work plan for the 2018 fiscal year elaborated by this area, has carried out a recurring supervision of its execution and has been directly informed about any incidences during its development
Finally, it informed the Board of Directors of all of its activities, also delivering all the minutes of its sessions to the Board Members, as well as the information related to the risk map and the tax issues.
The Appointments and Remuneration Committee is made up of four non-executive directors appointed by the Board of Directors: two independent, one classified as other external and one nominee. It is chaired by the independent director Jaime Real de Asúa.
The Appointments and Remuneration Committee met on 9 occasions in 2018 and, whenever considered appropriate, the presence of senior management members was requested.
It fulfilled its normal duties, as established in the regulations and those set out in the Company By-Laws and the Board of Directors Regulations.
Pursuant to the functions entrusted to it, in 2018, the Committee reviewed the qualification of directors, it prepared reports for the assessment of executive directors and the assessment of the Committee itself and it headed the assessment of the Board and its committees regarding its activities in 2018.
Likewise, it analysed the competencies, knowledge and necessary experience in the Board, it requested the presence of the Lead Director to know the concerns of the non-executive directors, it made recommendations to the Board of Directors for proposals and reports for the re-election or appointment of Directors, whose appointments will be proposed to the Company's General Shareholders' Meeting for its approval.
Finally, regarding this section of capturing and retaining talent and guaranteeing their continuity, it has reviewed the plans for the succession of the Chairman, the Director General Manager and Senior Management, and the talent management policy.
In terms of remuneration, in 2018 this Committee prepared and submitted to the Board of Directors, for approval by the General Shareholders' Meeting, a new remuneration policy for directors for the next three years that the 2018 General Shareholders' Meeting approved with the majority vote of the shareholders (95.35%). It is worth highlighting the incorporation of new good governance practices into the new policy, such as the claw-back clauses for variable remuneration paid in accordance with the recommendations of the Code of Good Governance, seeking to make moderation and supervision in remuneration compatible with attracting and retaining talent needed to help reinforce Viscofan's leadership in a competitive environment.
Likewise, the Committee has fulfilled its mission in relation to the preparation of the Annual Report on Directors' Remuneration, as well as in the setting and review of the objectives to which the annual variable remuneration is subject, and has monitored the compliance with the requirements for the three-year remuneration, both for the directors and senior management, as well as, ultimately, the salary policy for senior management.
The Committee for work-life balance of employees of the Viscofan Group also reported to this committee.
The composition, functions, organisational and operational rules, as well as the duties assigned to each one of the Board committees are detailed in the internal regulations of the company, described further on, and in the Annual Corporate Governance Report.
In 2018 the Bylaws, the Regulations of the General Shareholders' Meeting and the Regulations of the Board of Directors were amended to adapt them to legislative changes and corporate governance recommendations.
Upon call notice of the General Shareholders´ Meeting, as mentioned above, the annual activities report of the Audit Committee and those of the Appointments and Remunerations Committee, as well as the independent reports of the auditor and related party transactions drafted by the Audit Committee are all published. All information on the Committees, functions, composition and activities, as well as its different reports and the proposal on the Board's remuneration referred to above can be consulted on the company website www.viscofan.com.
The Viscofan Code of Conduct contains the ethical principles and guidelines for conduct to be followed by the administrators, directors and employees of the Viscofan Group, as well as any person who works for the Viscofan Group, in the development of their professional activity.
The general ethical principles included in such Code can be summarised in: Respect and Defence of Human Rights; Sustainability; Integrity, Responsibility and Transparency; Respect and Non-Discrimination; Efficiency; and Loyalty.
The Board of Directors has among its functions to ensure the correct application of this Code of Conduct, and to that end, it has the collaboration of the Compliance Committee and the Ethics Committee, who supervise and monitor compliance with the Code of Conduct.
INTERNAL REGULATIONS IN THE SCOPE OF THE GOOD GOVERNANCE POLICY
The internal rules governing the aforementioned bodies, supplemented by the applicable rules to ensure good corporate governance in the Viscofan Group, are available to shareholders and the general public on the Company’s website (www.viscofan.com), as well as in compulsory publications and registration, on the website of the CNMV (www.cnmv.es) and the Mercantile Registry of Navarre www.rmbmnavarra.com, respectively.
The internal regulations are principally made up of:
Likewise, within the regulatory compliance system, the Viscofan Group has approved and made available to employees on the internal network, action policies in the following areas:
Financial and tax resources
Information and systems
In order to watch and monitor the adequate implementation and follow up of the regulations, and the management and maintenance of an internal channel for complaints, the Viscofan Group has specific committees:
Regulatory Compliance Committee: Its duties includes that of overseeing risks specific to the Company in relation to criminal liability or any other breach (internal or external) of Company regulations.
Ethics Committee: Responsible for opening, on its own account or at the request of a third party, the investigation of any situation that may give rise to a situation of risk for the Viscofan Group, as a result of a breach of the Viscofan Group's internal regulations or any other circumstance. To this end, Viscofan has a channel for complaints that is also accessible to all employees, to communicate any signs that might be seen as a risk, available through Vinsite (internal communication platform for employees of the Viscofan Group), mail or physical mail to the Ethics Committee at Viscofan’s head offices in Navarre.
In 2018 the Ethics Committee met on 4 occasions and completed the investigation of 3 matters raised.
The Viscofan Group is firmly committed to and ensures that its operations are based on the rule of law, ethical principles and fighting corruption. Commitment underlying Principle 10 of the Global Compact of which Viscofan is a signatory "Companies must work against corruption in all its forms, including extortion and bribery". From this premise, Viscofan worked in 2018 on preparing an anti-corruption policy that was approved by the Board of Directors in January 2019.
This policy is governed by the principle of zero tolerance towards any breach, and is a reflection of Viscofan's commitment to the fight against bribery, extortion and other forms of corruption. Its purpose is to minimise the risk of any act of such nature being carried out by employees and third parties, thus reinforcing the position of the Group in the event of any breach.
To avoid any type of corruption, this policy establishes a series of guidelines that define actions that are not allowed and that may be subject to corruption: Bribery, extortion, facilitating payments and influence peddling, gifts, business courtesies, donations and sponsorships, relationships with third parties.
Neither have there been any acts that have been subject to relevant legal actions related to unfair competition, monopolistic practices and against free competition, nor have processes or complaints been opened due to breaching laws or regulations in the social and economic field.
The Code of Conduct, which is provided in the protocol for welcoming new employees, also includes the prevention of corruption in all its forms. This policy, which is applicable to 100% of the business units, is supported by the policy of Human Rights which, among its commitments, lays down that the Viscofan Group will fight corruption in all its forms, including extortion and bribery.
Viscofan has its own presence in 18 countries and sells in more than 100 countries around the world, some of them listed as having a high risk of corrupt practices, although no cases of corruption have been reported on which the Ethics Committee have had to take action.
The Global Risk Committee carries out an analysis of fraud risks, and its different forms are regulated in various policies; and sets specific controls and mechanisms to reduce their likelihood. Identified risks are conflict of interest and internal fraud, private corruption, and fraud and misleading advertising.
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