The governance structure of Viscofan is based on two main bodies: the General Shareholders's Meeting and the Board of Directors.
At 31 December 2019, the Parent Company is aware of the following significant interests:
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.
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
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.
|% Attending in person||19,67%||18,22%||17,20%|
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.
|Name and Surname||Category||Board position||First Appointment||Last Appointment||Commission of
|DON JOSÉ DOMINGO DE AMPUERO||Executive||Chairman||27/2/09||12/4/19|
|DON JOSÉ ANTONIO CANALES||Executive||Chief Executive Officer||11/4/14||25/5/18|
|DON IGNACIO MARCO GARDOQUI||Independent||Vice Chairman||1/1/10||21/4/16||Presidente|
|DON JOSÉ MARÍA ALDECOA||Independent||Lead director||23/5/12||25/5/18||Vocal||Vocal|
|DON JAIME REAL DE ASÚA||Independent||Vocal||11/4/14||25/5/18||Presidente|
|DON NÉSTOR BASTERRA||Other External||Director||29/7/97||25/5/18||Vocal|
|DOÑA ÁGATHA ECHEVARRÍA||Other External||Director||24/6/98||25/5/18||Vocal|
|DON JUAN MARCH||Nominee||Director||7/5/15||12/4/19||Vocal|
|DON SANTIAGO DOMÉCQ||Nominee||Director||21/4/16||21/4/16||Vocal|
|DOÑA LAURA GONZÁLEZ||Independent||Director||25/5/18||25/5/18||Vocal|
|DON JOSÉ ANTONIO CORTAJARENA||Secretary||Non Director||Secretary||Secretary|
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 curriculum and profiles of the members of the Board of Directors as at 31 December 2019 are detailed in section C.1.3 of the Annual Corporate Governance Report which forms part of this Management Report. They are also available on the Company's website www.viscofan.com in the section on Corporate Governance.
In order to perform their duties 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. Directors receive the information they need well in advance, including, as appropriate, the minutes or reports of the different Board Committees.
The Board of Directors delegates to its Chairman and the General Manager the powers of representation, powers relating to the purchase or sale, powers relating to personnel, to charges, payments, contracts, auctions and transactions, to checking accounts, credit or savings, to bills of exchange and promissory notes, securities, guarantees, and supplementary powers to the previous.
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.
In this regard, in 2019 the Board of Directors drew up and implemented a programme to update the knowledge of the directors, a programme that will be continued in 2020 and the following years.
In addition, the annual plan includes visits to some of the Group's production centres and the participation of executives to enable stronger monitoring of the implementation of the Group's strategy and of the management of each of its companies.
The Board met on 12 occasions in 2019, 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 2019 was 98.33% (in 2018, 95.83%).
Also, during the 2019 financial year, the Lead Director held two meetings with the other directors without the attendance or representation of any executive director.
The Board of Directors carries out an annual evaluation of the quality and efficiency of the operation, diversity and competencies of the Board itself and of the Committees - which is promoted by the Appointments and Remuneration Committee, and coordinated by the Lead Director in the case of the Executive Chairman.
Every three years, the Board of Directors is assisted by an external facilitator in the evaluation process. This facilitator’s independence is verified by the nomination committee. In 2019, the Board of Directors commissioned the external consultancy firm Korn Ferry to provide the necessary support and assistance in the performance of the evaluation process of the Board and Committees. In order to carry out the evaluation exercise, a questionnaire was defined for each of the directors on various matters of structure and operation of the Board, under the lead of the Appointments and Remuneration Committee; a personal interview has also been held with each director; and the process concluded with a phase of conclusions and identification of plans for improvement.
A new remuneration policy for directors was approved at the 2018 General Meeting held on 25 May, which came into force on that date for 3 years and which is available on the company's website.
The remuneration of the Board of Directors in 2019 was 2,995 thousands of euros (3,349 thousand euros in 2018).
The Annual Remuneration Report for 2019 is available on the company's website in the Corporate Governance section.
The Annual Report on the Remuneration of Directors for 2018 was presented as a separate item on the agenda and for a consultative vote to the General Meeting of Shareholders held on 12 April 2019, and was approved by 98.22% of shareholders.
In addition, the Board of Directors of Viscofan, S.A., at a meeting held on 30 July 2019 at the proposal of the Appointments and Remuneration Committee, approved a Long Term Incentive Plan for the period 2019-2021 for the Company's executive directors, managers and other key personnel of the Viscofan Group. This plan establishes the delivery of a cash amount and shares in the Company based on the fulfilment of objectives of creation of value for shareholders (TSR) and sustainability which includes the improvement in the indicators of accident rate and reduction of waste in a landfill. The Plan will be submitted, with regard to the Company's executive directors, for approval by the next General Meeting of Shareholders.
The Board has created two committees in support of its functions: the Audit Committee and the Appointments and Remuneration 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.
The Audit Committee met 11 times in 2019.
Throughout its relationship with its external auditor (PricewaterhouseCoopers, S.L.), 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 previous years, the Audit Committee has reviewed and analysed the financial statements of Viscofan S.A. and its Group prior to their presentation to the Board and communication to the CNMV and the securities markets, contained in the annual, half-yearly and quarterly reports, to confirm that this information is reliable, understandable and relevant and that accounting criteria consistent with the previous annual closing have been followed, for which it has had the necessary support from the group's senior management, especially from the areas in charge of the Consolidation and Financial functions, as well as from the Group's external and internal auditors.
Also, the Committee has dealt with issues such as the analysis of the acquisition of Nitta Casings Inc. (now Viscofan Collagen USA Inc.) and Nitta Casings (Canada) Inc. (now Viscofan Collagen Canada Inc.) and the monitoring of the purchase price allocation carried out in accordance with the present legislation.
The Committee analysed and approved the work plan for 2019 drawn up by internal audit, has regularly monitored its implementation and has been directly informed of any incidents in its development.
In relation to Directive 2014/95/EU, its implementing regulations in Spain and Law 11/2018 on non-financial information and diversity, the Committee has monitored the reporting process of this statement of non-financial information.
To better fulfil its functions, the Audit Committee may seek the advice of external professionals.
The Audit Committee issues its own annual report on its activities, which is available to the public on the company's website, and has reported on all its activities to the Board of Directors, while also delivering all the minutes of its meetings to the directors, in addition to information related to the risk map and tax matters.
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.
Actions taken during the year:
The Appointments and Remuneration Committee met on 8 occasions in 2019 and, whenever considered appropriate, the presence of senior management members was requested.
It reviewed the qualifications of the directors, has led the evaluation of the Board and its committees with regard to their actions in the 2019 financial year, and with the coordination of the Lead Director as far as the Executive Chairman is concerned. Korn Ferry has advised the Board and its Committees on the evaluation.
It also analysed the skills, knowledge and experience required on the Board, including updating the skills matrix, and received the advice from Russel Reynolds and it submitted proposals to the Board of Directors to increase the number of Board members.
The Appointments and Remuneration Committee, in accordance with the Policy on the Selection of Directors and the diversity objectives, considered the suitability of identifying female candidates as the least represented gender and made proposals for the appointment and re-election of independent directors and issued the report on the proposal for the re-election of the nominee director at the next General Meeting of Shareholders. Lastly, it reviewed the succession plan of the Chairman, the Chief Executive and Senior Management and the talent management policy.
Likewise, the Committee fulfilled its role in relation to the preparation of the Annual Report on the remuneration of directors, as well as in setting and reviewing the objectives to which annual and multi-year variable remuneration is subject, and proposed the new long-term incentive plan that includes new requirements for three-year remuneration, both for directors and for senior management, which includes payment in cash and shares, as well as, in short, the salary policy for senior management.
The Committee assumed its new functions related to the supervision and monitoring of the sustainability of the Viscofan Group and has reviewed the Sustainability Action Plan proposed by the Management for approval by the Board of Directors.
|JOSÉ ANTONIO CANALES||General Manager Director|
|CORPORATE MANAGEMENT DIVISION|
|JOSÉ ÁNGEL ARRARÁS||R&D and Quality Chief Officer|
|ANDRÉS DÍAZ||Chief Operations Officer|
|GABRIEL LARREA||Chief Commercial Officer|
|MARÍA CARMEN PEÑA||Chief Financial Officer|
|ÓSCAR PONZ||Chief Plastic Business Unit Officer|
|CORPORATE SERVICE DIVISION|
|ARMANDO ARES||Chief IR & Corporate Communications Officer|
|CÉSAR ARRAIZA||Chief Strategy, Organization and IT Officer|
|ALEJANDRO BERGAZ||Internal Audit Manager|
|JOSÉ ANTONIO CORTAJARENA||Chief Legal Officer & Secretary of the Board of Directors|
|IÑAKI RECALDE||Chief Technology & Diversification Officer|
|JUAN JOSÉ ROTA||Chief Human Resources Officer|
|RICARDO ROYO||Chief European Business Officer|
|REGIONAL UNIT MANAGEMENT|
|EDUARDO AGUIÑAGA||General Manager Mexico|
|LUIS BERTOLI||General Manager Brazil|
|JESÚS CALAVIA||General Manager Spain|
|BELÉN ALDAZ||Human Resources Manager Spain|
|GUILLERMO EGUIDAZU||General Manager USA|
|MILOSLAV KAMIS||General Manager Czech Republic|
|ÁNGEL MAESTRO||General Manager Uruguay|
|IÑIGO MARTíNEZ||General Manager Serbia|
|JUAN NEGRI||General Manager Asia Pacific|
|WILFRIED SCHOBEL||General Manager Germany|
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