At 31 December 2019, the Parent Company is aware of the following significant interests:

Significant holdings on 31.12.2019

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.

 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. 

 In recent years Viscofan has been pursuing a series of initiatives to promote transparency, communication and shareholder participation at the General Meeting, including information on the items on the agenda, an attendance premium of 0.01 euros per share, facilitating remote voting, an electronic forum and a questionnaire to answer the most common questions regarding the General Meeting. 

As a result of these measures, at the General Meeting held on 12 April 2019, 82.47% of the company's share capital participated, maintaining the high attendance percentage in the General Meetings of recent years, above the average for listed companies, which is especially significant taking into account the company's high free-float. 

The breakdown of data on attendance at General Meetings for the last three years is as follows:

The Board of Directors is the body in charge of representing and managing the Company.  Its core function is the general supervision of Viscofan S.A., and its companies comprising the Group, guided by the company interest. 

Board Members

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 external and the other four are Independent, thus complying with the most recent 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 to the Board of Directors is not a Director.

The Appointments and Remuneration Committee, following the evaluation process of the Board and the Committees for the 2018 financial year, proposed to the Board of Directors and the Board agreed that it would be appropriate to submit to the General Meeting of Shareholders in 2020 an increase in the number of directors from 10 to 11 in order to strengthen the Board of Directors and increase the number of both Independent and female directors, which is the gender least represented on the Board of Directors, so that the percentage of women would reach 27.3% in 2020 compared to the current 20.0%.

The Policy on Selection of Directors establishes the principle of equality. Based on this, all candidates shall have the right to be considered for any vacancy produced in the Board, in accordance with objective criteria avoiding any implicit bias that may imply some discrimination, due to nationality, race, sex, ideology or any other aspect beyond their competencies, knowledge and professional experience.

Last April, the Board Members Mr José Domingo de Ampuero y Osma and Mr Juan March de la Lastra were renewed in their positions as Board Members with support of 90.72% and 87.74%, respectively.

On 30 July 2019, Mr José Antonio Cortajarena (previously Deputy Secretary of the Board of Directors) was appointed Secretary of the Board of Directors, replacing Mr Juan María Zuza. The succession became effective from 1 September 2019 and he also assumed the position of secretary of the committees.

The Board has created two committees in support of its functions: the Audit Committee and the Appointments and Remuneration Committee.

Audit Committee

The Audit Committee consists of five independent directors, all non-executive and a majority of independents, 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. Since 21 April 2016, its Chairman has been the independent director Mr. Ignacio Marco-Gardoqui. 

The composition, functions, organisational and operational rules, as well as the responsibilities conferred upon the Committee are regulated in the Bylaws, the Regulations of the Board of Directors and the Committee's own Regulations, which were updated on 19 September 2019 to confer upon the Appointments and Remuneration Committee the following functions relating to the supervision of corporate governance and corporate social responsibility, previously assigned to the Audit Committee. Additionally, they are outlined in section C.2.1 of the Annual Corporate Governance Report of this Management Report.

Appointments and Remuneration Committee

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 proprietary. Its chairman has been the independent director Mr Jaime Real de Asúa since 21 April 2016.

The composition, functions, rules of organization and operation, as well as the responsibilities conferred upon the Committee are regulated in the Bylaws, in the Regulations of the Board of Directors, and in the Regulations of the Committee itself. Additionally, they are outlined in section C.2.1 of the Annual Corporate Governance Report of this Management Report.