Integrated Annual Report 2018

Corporate governance



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.


Executive Director

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.


Executive Director

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.


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 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.


Independent Director

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.


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 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.


Other External Director

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.


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 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.


Independent Director

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.


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 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.


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.


Secretary Non-Director

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.


Vice Secretary Non-Director

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

General Shareholders´ Meeting participation

General Meeting 25/05/2018 27/04/2017 21/04/2016
% Attending in person 18.22% 17.20% 13.90%
% Proxy 53.83% 21.53% 18.08%
% Remote 8.31% 40.39% 48.10%
Total participation 80.37% 79.12% 80.08%


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:

Electronic forum

To facilitate communication among shareholders with reference to the General Meeting , in which they can publish:

  • Any supplementary proposals to the agenda announced in the notice of the General Meeting.
  • Requests of support for such proposals.
  • Initiatives to reach the percentage required to exercise statutory noncontrolling shareholder rights.
  • Offers or requests to act as a voluntary proxy.



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



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.


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 (, as well as in compulsory publications and registration, on the website of the CNMV ( and the Mercantile Registry of Navarre, respectively.

The internal regulations are principally made up of:

  • Articles of Association: These are the basic rules governing the Company and all its bodies. The articles set out the main features and operating principles of the General Shareholders’ Meeting, the Board of Directors and its committees.
  • Regulations of the General Shareholders´ Meeting: This text lays down the regulations governing the General Meeting to ensure transparency and safeguard shareholders’ rights, and their access to Company information. The rules stipulate the formalities of calling, attending, holding and recording General Meetings of Shareholders and of access to prior and General Meeting information by shareholders.
  • Regulations of the Board of Directors: These set down the principles of action of the Board of Directors, including an appraisal mechanism, and its organisational and operating rules, the standards of conduct of Directors, their duties (including the duty to avoid conflict of interest) and the overarching principles that should guide their decisions. They also govern committees existing within the Board of Directors, their organisational and operational rules, and their remit and powers. On 25 May 2018, the Board of Directors approved new text for the Board of Directors Regulations that is available on the company's corporate website.


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:


Good Governance

  • Anti-corruption policy: This policy is intended to minimise the risk of employees and third parties committing any type of corruption, and to reinforce the Group's position in the event of any breach to avoid actions involving bribery, extortion and other forms of corruption.
  • Risk Control and Management Policy: The purpose of the Risk Control and Management Policy is to set the basic principles and the general action framework to control and manage risks of all nature faced by the Viscofan Group in order to identify, measure, prevent and mitigate their impact in its activity, in case of any occurrence.
  • Corporate Social Responsibility Policy: It acknowledges the commitment of the Viscofan Group to developing its activities responsibly, maximising the creation of sustainable and shared value for its stakeholders (shareholders, employees, the market and the society as a whole), identifying, preventing and correcting the possible negative impacts of its actions.
  • Human Rights Policy: The Viscofan Group aims to highlight its support and contribution to the spreading and respect of Human Rights within its scope of action, with its adherence to the United Nations Global Compact with regard to Human Rights, work, environment, anti-corruption and with the incorporation of the Human Rights Policy and the Global Compact to its internal regulations. By doing so, it emphasises its promotion and compliance, by incorporating the policy to the organisational and compliance control structure of the Group.
  • Communication policy with shareholders, institutional investors and its representatives or advisors: In order to ensure on-going communication and give certainty to shareholders on the transparency and access to information and pay particular attention to their points of view on corporate governance rules and practices, among others, the Company's Board of Directors approved a Communication policy with shareholders, institutional investors and their representatives or advisors based on the principles of equality, transparency and legality.
  • Internal Code of Conduct on Matters Relating to the Securities Market: Rules of conduct to ensure that the institutional and personal acts of the Company Directors and employees strictly comply with current laws and regulations on transparency in the markets and to protect investors’ interests.
  • Board Remuneration Policy: The Board of Directors approved the remuneration policy that includes the characteristics of the remuneration system of the directors who perform executive functions, including the objectives and metrics of the variable remuneration, expost adjustments, the table with all the remuneration components and the summary of the main contractual conditions of the executive directors, as well as the characteristics of the remuneration system of the directors in their condition as such. Including the maximum amount of the annual remuneration to be paid to all directors.
  • Director Selection Policy: The Appointments and Remunerations Committee drafts this policy in order to provide the Board of Directors with candidates that can offer the competencies, knowledge and experience required for the Board at all times, taking account of the vacancies to be covered and the structure and composition of the Board.
  • Policy to encourage shareholders to take part in the General Shareholders´ Meeting: attendance fee. All shareholders may exercise their attendance and participation rights in accordance with objective non-discrimination criteria and, therefore, the application of this policy will benefit all shareholders who comply with such requirements.


  • Commercial Practices Manual: The commercial activity has the opportunity and the obligation of providing a reliable picture of the quality and good practices of the Viscofan Group, to all those interlocutors with which we are likely to have a relationship.
    This document notes the guidelines and standards that have to be taken into account throughout the development of a commercial activity within the Viscofan Group. Its aim is to ensure the security of such activity and reduce its risks, by guiding and setting the conduct guidelines that are admitted by the organisation.
  • Policy of Business Courtesies: Around the world there are generally accepted customs and practices which include awards, gifts or other courtesies as a show of cordiality, fondness and appreciation. However, under the guise of business courtesies, there might be a granting of advantages with the hidden purpose of influencing decisions of one of the parties to the commercial relationship, vitiating it.
    The purpose of the policy of business courtesies of the Viscofan Group is to establish an objective criterion that sets the difference between business courtesies and the eventual granting of advantages with another purpose, as to avoid the latter.
  • Policy to outsource commercial services: distributors, agents and other: The policy to outsource commercial services is developed due to the growing need of incorporating new control guarantees in business management. An important part of our sales takes place through external business services and, therefore, their correct identification, follow-up and control are required for smooth business operation.

Financial and tax resources

  • Policy on Internal Control of the Financial Information: Viscofan trades in the Spanish stock market, and therefore the internal control systems of the Viscofan Group need to be able to give reasonable assurance on the financial information that is prepared, showing an accurate, true, correct, complete and homogeneous picture of the economic situation, complying with the applicable legal obligations of Viscofan SA and of each of the companies comprising the Group.
    This policy includes the basic general principles of the Policy on Internal Control of the Financial Information, which shall be further developed in manuals and guidelines.
  • Tax Strategy: It embodies the principles and basic lines that will govern the tax strategy of the Viscofan Group in accordance with the applicable legislation and with best tax practices, avoiding risks and inefficiencies and ensuring adequate coordination of tax practise in each jurisdiction and its alignment with the long-term business strategy of the Group and the achievement of corporate profit.

Information and systems

  • Personal Data Protection Policy: The protection of natural persons with regard to the processing of personal data is a fundamental right that must be respected.
    The Data Protection Policy establishes the commitment of the Viscofan Group with personal data privacy and protection of all natural persons linked with the Viscofan Group. The purpose of the Personal Data Protection Policy is to ensure personal data protection, setting the common principles and guidelines for the Viscofan Group in compliance with and adequacy of the applicable legislation.
  • IT Security Policy: The information storage, management and use environment is evolving exponentially, and the Viscofan Group is aware of the importance of information security for the proper conduct of its activities. The policy therefore establishes the basic principles of security, the organisational structure, and indicates the actions necessary to guarantee the security of the systems and networks of the Viscofan Group.
  • Authorisation Policy on Computer Access and Profiles: The computer systems and networks of the Viscofan Group form a unit of work and information the protection of which requires the creation of measures that ensure its correct use. Resources management must be performed through authorisations. In the area of computing, authorisation access and user permissions are used as a security system to limit and control access to computer systems and networks.
  • Password Policy: One of the basic principles to ensure security of computer systems and networks within the Viscofan Group, is to regulate and limit their access.
  • Computer Systems and Networks Management Policy: This document outlines the Computer Systems and Networks Management Policy of the Viscofan Group. The computing departments manage and support the computer systems and networks of the Viscofan Group, to assist the operational processes of the Group and match its objectives and strategies. Its management must ensure availability, and combine both the functionality and operability of systems and networks, and their security.
  • Policy on Audiovisual Information Control: Viscofan's leadership of the casings sector is greatly underpinned by the development and constant evolution of manufacturing technologies in the different product families. Protecting this technology and its know-how is vital for the company to continue the creation of value in the long-term. This, and the fact that capturing audiovisual means are readily available, requires standardisation in its use through the Policy on Audiovisual Information Control.


  • Policy on Staff Selection and Recruitment: The activity and the development of the Viscofan Group are largely determined by the effort, work and commitment of the people that make it up. This requires a solid policy on staff selection and recruitment so as to ensure objectivity and qualification of new staff, and the selection of the people who best meet the requirements in each case.
  • Policy on New Recruits' Reception: The purpose of the reception policy reflected in this document is to ensure an appropriate reception, with an overall and efficient view, to all our new staff members of the Viscofan Group, so as to guarantee their knowledge of the position, duties to be performed and the internal rules and procedures that have to be complied with, and to speed up the adaptation of new employees to the Group.
  • Training Policy: The aim of the Training Policy is to guarantee that Viscofan Group's employees have all the knowledge and skills necessary for optimum execution of the duties assigned to them, improving or updating their performance.
  • Staff Leave Procedure: The aim of the Staff Leave Procedure of the Viscofan Group is to establish a smooth and safe process that is able to guarantee business security and continuity due to any person's leave, with the same guarantees and level of confidentiality, and avoiding the loss of other resources.
  • Policy on Business Expenses: The international expansion of the Viscofan Group and its commitment to deliver products in the world market result in the need for continuous staff movements and give rise to numerous expenses away from the location of each company, its offices or production plants.
    Such expenses and the requirements that must be met in accordance with the internal regulations and applicable laws have to be regulated in each case, so that they are borne by the different companies of the Group.
  • Code of conduct for trips and stays abroad: It sets out the action principles and behavioural patterns that must be followed by directors, managers and employees of the Viscofan Group in their trips, travel or stays, both temporary and permanent, in countries other than their country of origin, as a result of their professional relationship with the Viscofan Group.


  • EHS (environment, health & safety) policy: This is the commitment to undertake industry best practices on this matter, as befits our position and world leading vocation.
  • Basic principles in safety, health and hygiene matters: The basic principles in safety, health and hygiene matters embody the commitment of the Viscofan Group to implement and follow-up a Prevention Management System to ensure safety, health and hygiene at the facilities of the Viscofan Group, in accordance with the applicable rules in each case and based on the internal requirements set across the Group or in each one of the companies. The main purpose of these principles is prevention, through the performance and implementation of effective actions prior to the materialisation of risks, in order to avoid them, or to reduce their impact if they were to take place.
  • Food Regulation Policy: Its purpose is to ensure compliance with and adequacy to food regulations that are applicable to the activities and products of the Viscofan Group, identifying the necessary channels for their control, analysis and monitoring.
  • Control procedure instructions in case of product recall: The purpose of this procedure is to set action recommendations to ensure the quick identification and recall of products that might represent a risk for food safety, in case of crisis, in order to protect consumers, brand image in the market and the interests of the Viscofan Group and its customers.
  • Policy on Management of Purchases for Assets and Contracts for Services: The management of purchases for assets and contracts for services must satisfy the needs of the Viscofan Group as best possible. This policy aims to increase the activity's security and control and reduce its risks, by guiding and setting the conduct guidelines that are admitted by the Group.


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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