Shareholders and investors

Executive President

Mr. Eduardo Espinosa Bustamante

Vice-Chairman

Mr. Jaime Isita Portilla

Dominicals

Ms. Mónica Rodrigues Sequeira

Mr. Gerardo Tietzsch Rodríguez Peña

Independents

Mr. Nuno Cardoso Correia de Mota Pinto (coordinator)

Ms. Julia Tejero Ruiloba

Ms. María José Zueco Peña

Externals

Mr. César Hernández Blanco

Ms. María Jesús Álvarez González

Non-member secretary

Mr. Manuel Ángel Romero Rey

CHAIRMAN: Mr. Eduardo Espinosa Bustamante

MEMBERS: 

Mr. Jaime Isita Portilla

Mr. Nuno Cardoso Correia de Mota Pinto

Mr. Gerardo Tietzsch Rodríguez Peña

Composition, operation and internal regulations

• The Audit, Risk and Compliance Commission shall consist of a minimum of three and a maximum of five members, chosen by the Board from among the independent members, who shall hold their position for four years, and may be re-elected for the same length of time or less.
• The Chairman of the Audit, Risk and Compliance Commission, who shall be appointed by the Board of Directors, should be replaced every four years; he may be re-elected one year after ceasing in his functions.
• The members of the Audit, Risk and Compliance Commission shall resign on the expiry of the period they have been appointed for, because they so wish or because they are not renewed in their position as board member.
• Members are subject to the regime of secrecy and confidentiality which is in force for board members. They shall report directly to the Board of Directors.
• The Commission shall have a secretary, who may debate but not vote, and shall be the secretary of the Board of Directors.
• Any member of the management team or any other employee of the Company may, with the approval of the Chairman or CEO, be obliged to come to a Commission meeting when so required; the Commission may also request the attendance of the auditors.
• The Audit Commission shall meet whenever it is deemed necessary, and in any case at least four times a year, coinciding with the period of 15 days after the close of each calendar quarter.
• The Commission may act when more than half of its members are present at a meeting. If not all the members are present, votes shall have to be unanimous instead of a simple majority.
• The Commission may regulate its own internal functioning for the improvement thereof and propose modifications in the regulations to the Board of Directors.

Targets and competences of the Audit, Risk and Compliance Commission

The purpose of the Commission is:

• Direct access with no restrictions to all the Company’s economic and financial information.
• Direct access with no restrictions to the Company’s external auditors, holding as many meetings as necessary with them for the purposes of information and explanations and for the reasons already given.
• Supervising compliance with the auditing contract, requiring the auditor’s opinion on the annual accounts and report content are drawn up clearly and precisely.
• Being a communication channel between the Board of Directors and the auditors. Evaluating the results of each audit and assessing the responses of the management team to the auditors’ recommendations. Acting as mediator when opinions differ between the management team and the auditors, in relation to the principles and criteria applicable to the preparation of the financial statements.
• Reviewing the companies’ accounts and ensuring the correct application of the generally accepted accounting principles.
• Informing about proposals for modifying accounting criteria and principles as suggested by management, and those required by law. Checking the integrity and appropriateness of the internal control systems and proposing or reviewing the designation or replacement of those responsible for them.
• Approving issue prospectuses and the regular financial information that the Board of Directors has to supply to the markets and the supervision bodies.
• Supervising and following up on good corporate governance, transparency in corporate actions, compliance with the company’s governance rules and compliance with the Internal Conduct Regulations, informing the Board of any conduct to be corrected and any non-fulfillment, and if it is not corrected, informing the Annual General Meeting.
• Any other task which may be entrusted by the Board of Directors.

Members of the Audit, Risk and Compliance Commission

CHAIRMAN: Mr. Nuno Cardoso Correia de Mota Pinto

MEMBERS: 

Ms. María José Zueco Peña

Ms. Julia Tejero Ruiloba

Mr. Gerardo Tietzsch Rodríguez Peña

Composition, operation and internal regulations

• The Commission shall consist of a minimum of three and a maximum of five people, members of the Board of Directors, who are not executive board members, appointed by the majority of the board.
• Appointments shall last to coincide with the duration of the position as board member, and members may be re-elected as many times as necessary, provided that they are still Board Members.
• The Chairman shall be appointed from among the Board Members for the maximum period remaining in office on the Board of Directors.
• The Commission shall have a secretary, who may debate but not vote, and shall be the secretary of the Board of Directors.
• The Commission shall meet at the registered offices or wherever the Chairman of the Commission decides, whenever the Chairman or a majority of members so request or when the Board of Directors of Duro Felguera S.A. agree to call a meeting. In any case it shall meet at least at least twice a year, coinciding with the dates so as to enable the study and analysis of all the necessary conditions and information to determine annual compensation and appointments of Commission members or senior managers of the Company and the Group.
• If the Commission so requires and the Chairman or the delegate Board Member so agrees, any employee of the Company of group shall be obliged to attend the Commission meetings.
• The secretary shall take minutes of the deliberations, significant matters and the agreements of the Commission, which shall be adopted on the majority votes of its members.
• The Chairman of the Commission shall inform the Board of Directors of the agreements adopted by the Commission at the first board meeting held thereafter. The Commission may regulate its own internal operations to work better and propose to the Board of Directors any amendments to these Regulations.
• The Committee may regulate its own internal operation in order to improve its operation and propose to the Board of Directors any modifications to its regulations.

Functions of the Commission

The functions of this Committee are:

• Evaluating the competences, knowledge and experience required on the Board of Directors. For this purpose it shall define the functions and aptitudes necessary for candidates to fill each vacancy and shall assess the time and dedication required to carry out the work efficiently.
• Establishing a target of representation for the least represented sex on the Board of Directors and drawing up guidelines to reach said target.
• Taking to the Board of Directors proposals for appointments of independent Board Members to be designated by co-optation or to subject them to the Annual General Meeting’s decision, and proposals for re-election or the dismissal of said Board Members by the Annual General Meeting.
• Reporting the proposals for the appointment of the other Board Members to be designated by co-optation or to subject them to the Annual General Meeting’s decision, and proposals for re-election or the dismissal of said Board Members by the Annual General Meeting.
• Reporting the proposals for the appointment and dismissal of senior managers and proposing to the Board of Directors the basic conditions of their contracts.
• Examining and organizing the succession of the Chairman of the Board of Directors, and if necessary the delegate Board Member, formulating the proposals to the Board of Directors so that said succession may take place in an orderly and well-planned fashion.
• Proposing to the Board of Directors the compensation policy for Board Members and general managers or for whoever carries out senior management functions reporting directly to the Board, the Executive Commission or delegate Board Members, and the individual compensation and other contractual conditions of executive Board Members, ensuring compliance therewith.
• Within the scope of its functions, taking any proposal it deems appropriate to the Board, for the study and possible approval thereof.

Members of the Commission

CHAIRMAN: Ms. María José Zueco Peña

MEMBER: Mr. Gerardo Tietzsch Rodríguez-Peña

MEMBER: Ms. Julia Tejero Ruiloba

Composition, operation and internal regulations

• The Committee shall be formed by a minimum of three and a maximum of five persons, members of the Board of Directors, who are not executive directors, appointed by a majority of the members of the Board.
• Appointments shall be for a maximum term of four years, which shall coincide with the term established for each member of the Committee for the post of board member. They may be re-elected as many times as deemed necessary, as long as they remain members of the Board.
• The Chairman shall be elected by the Board of Directors from among its members for a maximum term of four years, at the end of which the board member who has held office may not be re-elected as Chairman until one year has elapsed after leaving office, without prejudice to his continuity as a member of the Committee.
• The Board shall also appoint a Secretary, who may speak but not vote, and who may be a member of the Committee.
• The Committee shall meet at the request of the Chairman of the Committee, at the registered offices or wherever he may decide, whenever the Chairman of the Committee or the majority of its members so request or whenever the Board of Directors of Duro Felguera, S.A. resolves to call a meeting. In any case, it shall meet at least three times a year and at least one of the meetings of the Committee shall be held jointly with the Audit, Risk and Compliance Committee of the Company, in order to review, in a coordinated manner, the non-financial information of the Company before it is submitted for approval to the Board of Directors, as well as to supervise and evaluate the efficiency of the Companys non-financial risks, including ethical aspects and business conduct.
• Any member of the management team or staff of the company, with the approval of the Chairman, is obliged to attend the meetings of the Committee when required to do so.
• The Secretary shall take minutes of the deliberations, important matters and resolutions of the Committee, which shall be adopted by a majority of its members.
• The Chairman of the Committee shall report to the Board of Directors, at the first meeting held, on the content of the resolutions adopted by the Committee.
• The Committee may regulate its own internal operation in order to improve its operation and propose to the Board of Directors any modifications to its regulations.

Functions of the committee

The functions of this Committee are:

• To ensure proper compliance with Environmental, Social and Governance (ESG) criteria in the Company, promoting the development and specific commitments in these areas, ensuring their fulfilment.
• To supervise the application of and compliance with the Internal Codes of Conduct and regulatory compliance that is not expressly attributed to another Committee or to the Board of Directors of the Company. In this regard, the Sustainability Committee shall be responsible for:
• Supervising proper compliance with the internal rules and procedures that ensure fulfilment of the rules of conduct and regulatory compliance in the different spheres of action of the Company, and it may submit proposals for the improvement and development thereof.
• Supervising compliance with the Company’s corporate governance rules, and in this regard, the Sustainability Committee shall be responsible for:

  • Supervising compliance with transparency in corporate actions.
  • Periodically assessing the appropriateness of the Company’s system of good corporate governance, so that it fulfils its mission of promoting the corporate interest and takes into account, as appropriate, the legitimate interests of the other stakeholders.
  • Reporting, and if appropriate, submitting the corresponding proposals to the Board of Directors in relation to the development of the rules of corporate governance of the Company and its Group on the basis established in the Articles of Association and in accordance with the regulations applicable from time to time.

• Supervising compliance with the Company’s corporate social responsibility policy. In this regard:

  • Reviewing and assessing the Company’s corporate social responsibility policy, ensuring that it is geared towards the creation of value.
  • In particular, the Committee shall ensure that the corporate social responsibility policy identifies at least:

    • The goals and the development of supporting instruments.
    • The corporate strategy related to sustainability, the environment and social issues.
    • Specific practices on issues related to employees, clients, suppliers, social issues, the environment, diversity, fiscal responsibility, respect for human rights and the prevention of illegal conduct.
    • The methods or systems for monitoring the results of the application of the specific practices defined in the previous point, the associated risks and the management thereof.
    • Channels of communication, participation and dialogue with stakeholders.
    • Responsible communication practices that avoid the manipulation of information and protect integrity and honour.

• Supervision of the application of the general policy relating to the communication of information published by the company, as well as with shareholders, investors, proxy advisors and other stakeholders.
• Any other duties entrusted thereto by the Board of Directors.

Members of the committee:

CHAIRMAN: Ms. Julia Tejero Ruiloba

MEMBER: Ms. Monica Rodrigues Sequeira

MEMBER: Mr. Nuno Cardoso de Mota Pinto