Corporate Governance
CORPORATE GOVERNANCE
IBERCLEAR´s Shareholders Structure
Bolsas y Mercados Españoles Holding Company of Markets and Financial Systems, S.A (BME) owns 100% of the capital of IBERCLEAR.
Organisational Structure of IBERCLEAR´s Management
The structure of IBERCLEAR´s senior management established in accordance with CSDR, and the roles and responsibilities of each member thereof are described hereon.
Senior Management
The Senior Management of the Company is currently composed of the Chief Executive Officer (CEO) and the Managing Director.
The Chief Executive Officer (CEO) is responsible for the effective management of the business of the company, in accordance with the resolutions and criteria issued by the General Meeting and the Board of Directors, in their respective field of action (article 12 of the Board of Director’s Regulation).
The Managing Director is responsible for the design, heading and development of the tasks assigned to all IBERCLEAR´s áreas in both the operational and functional fields.
The Senior Management is responsible and accountable to the Board of Directors for the day-to-day management of the company.
Description of Areas and Departments
IBERCLEAR is divided into the following areas and departments: Settlement Services, Asset Servicing, RENADE, Cross-Border Services and Issuer Services.
Under the coordination of the Head of Settlement Services, the Settlement Services area consists of three teams:
- Operations: Team responsible for managing and monitoring the daily settlement activity and the relationship with IBERCLEAR’s participant entities, assisting them with all kinds of queries or requests related to their daily operations.
- Development and Governance: Team responsible for monitoring initiatives, projects and services including those of the European Central Bank (ECB). This team works continuously with the Spanish post-contracting community and ensures IBERCLEAR’s active presence in all ECB working groups and forums.
- Product Management: Focused on identifying and defining modifications, improvements or new services that may be of interest to IBERCLEAR customers. This team is responsible for analysing suggestions that come not only from internal contributions, but also from external demand.
Under the coordination of the Head of Asset Servicing, the Asset Servicing area is divided into two teams:
- Primary and Operational Control: Team responsible for guaranteeing the establishment of operational control mechanisms for the entire Operations area in order to minimise incidents and the operational risk inherent to IBERCLEAR’s activity. This team also performs the function of book-entry registry of securities.
- Custody: Team responsible for managing the processing of corporate events. While carrying out this task, it also oversees the compliance of the Spanish market with international standards. In addition, it is involved in the monitoring and review of standards through its participation in different European and national working groups.
RENADE department: Team responsible for providing support services to the Spanish Office for Climate Change, as a tool to ensure publicity and permanent updating of the ownership and control of emission allowances in the Spanish area of the Union Registry.
Cross Border Services (CBS) department: Team responsible for managing foreign securities transactions, both the settlement of instructions and the custody management of deposited positions, the execution of corporate events, tax reclaim services and the handling of proxy voting.
Issuer Services department: Team responsible for managing the relationship with the issuing companies and their agents and providing services to them.
In addition, IBERCLEAR has also outsourced some of its department within the BME Group, e.g. Technology, Human Resources, Legal, Finance and Internal Audit.
IBERCLEAR has a Chief Risk Officer, a Chief Technology Officer and a Chief Compliance Officer who are responsible for implementing the risk management, technology and internal control and compliance frameworks, respectively, including the policies and procedures established by the Board of Directors or the senior management, as the case may be.
The procedures for the appointment of senior management
The Chief Executive Officer (CEO) will be appointed by the Board of Directors, pursuant to the articles 249 bis g) of the Ley de Sociedades de Capital (Corporate Enterprises Act) and 6, section 2, of the Board of Directors Regulations, according to his/her knowledge and professional experience relating to individual roles and responsibilities assessed to them in the Company.
Pursuant to the articles 249 bis h) of the Ley de Sociedades de Capital (Corporate Enterprises Act) and 6, section 2, of the Board of Directors Regulations, the Management of IBERCLEAR, that will be appointed by the Board of Directors according to their knowledge and professional experience relating to individual roles and responsibilities assessed to them in the Company.
IBERCLEAR Business Areas
Organisational Structure of the Board of Directors
The Board of Directors is the Company´s most senior decision-making authority and has all competences to manage the Company, with the exception of issues that are reserved to the General Shareholders Meeting pursuant to the Law and the Articles of Association (Article 28 of the Articles of Association).
The Board of Directors is fully authorized to direct lead, administer and represent the Company in the performance of the activities that comprise its corporate purpose and, without prejudice to powers non delegable in accordance with the Law, shall entrust the running of the company´s ordinary business to the Senior Management and focus its activities on the general function of promoting, directing and supervising matters that are of particular importance to the Company (article 6 of the Board of Director’s Regulation).
The Chairwoman of the Board of Directors is not entrusted with executive functions in the Company.
As established by article 9 of the Board of Directors Regulations, the Chairwoman of the Board of Directors will be the Company’s most senior institutional representative and takes the power to represent the Company on an individual basis and impulse the Company government action.
The procedures for the appointment of board members
Pursuant to the Corporate Enterprises Act, the Directors should be appointed by the General Shareholders Meeting.
However, if any vacancies exist, the Board of Directors, by virtue of the powers of co-option legally attributed to it, may appoint among the Company shareholders the person or persons to fill such vacancies until the next General Shareholder´s Meeting is held.
Inter alia, article 19 of the Articles of Association of IBERCLEAR and article 5, paragraph 2, of the Board of Directors Regulations of IBERCLEAR refer to the subjective conditions that individuals to be appointed Board Members must meet, in accordance with the requirements of article 27, paragraph 4, of Regulation 909/2014.
The appointment of the IBERCLEAR Board of Directors member is subject to prior authorization by the Comisión Nacional del Mercado de Valores (CNMV), the Spanish competent authority, to ensure that candidates meet the requisites laid down in Regulation 909/2014 regarding reputation and professional experience.
Gender policy and target
As established the article 5, paragraph 2, of the Board of Directors Regulations, the non-executive members of the Board of Directors shall decide on a target for the representation of the under-represented gender in the Board of Directors and the guidance on how to achieve that target.
Accordingly, the non-executive members of the Board of Directors agreed in the 23th July 2019 Board to set the target for the gender with the lesser representation on the Board of Directors at 30 percent of the total members of the Board.
In order to attain this percentage, the Board has agreed that when a post in the Board of Directors is considered be covered by a member qualified as independent, at least 50 percent of the professional CVs to be considered would belong to women, as the gender with lesser representation on the Board.
In other cases, the Board of Directors will ensure that the female candidates must not be discriminated against in the selection processes.
Board of Directors composition
IBERCLEAR has a Board of Directors and several board committees with the necessary level of independence to meet their regulatory obligations as independent legal persons.
The Board of Directors of IBERCLEAR is composed by five (5) Directors, two (2) of them has been qualified as independent Directors.
IBERCLEAR´s Board of Directors is currently formed by the following five (5) members, classified as follows:
|
NAME |
POST |
TYPE |
|
Mrs. MARÍA TERESA CORZO SANTAMARÍA |
CHAIRWOMAN |
INDEPENDENT |
|
Mr. JESÚS BENITO NAVEIRA |
CHIEF EXECUTIVE OFFICER |
EXECUTIVE |
|
Mr. EDUARDO ANSALDO PÉREZ |
DIRECTOR |
PROPRIETARY |
|
Mr. VICENTE OLMOS IBÁÑEZ |
DIRECTOR |
PROPRIETARY |
|
Mrs. MARÍA PINTADO VALVERDE |
DIRECTOR |
INDEPENDENT |
Risk Monitoring Committees
Pursuant to article 48, paragraph 1, of the Delegated Regulation (EU) 2017/392, IBERCLEAR will constitute a Risk Committee, Audit Committee and Remuneration Committee with advisory functions to the Board of Directors.
Members of these Committees should be persons of sufficiently good repute with an appropriate mix of skills, experience and knowledge pursuant the Board of Directors Regulations.
The monitoring Committees of IBERCLEAR are composed of following members:
Risk Committee
Pursuant to article 48, paragraph 1 (a), of Delegated Regulation (EU) 2017/392, IBERCLEAR will have a Risk Committee responsible for advising the Board of Directors on the IBERCLEAR´s overall current and future risk tolerance and strategy. The Risk Committee of IBERCLEAR is regulated in article 19 of the Board of Directors Regulations.
|
NAME |
POST |
|
Mrs. María Pintado Valverde |
CHAIRWOMAN |
|
Mrs. Pilar Sánchez Lobera |
MEMBER |
|
Mr. Fernando Centelles Guarc |
MEMBER |
|
Mr. Jesús Romero de Pablos |
MEMBER |
|
Mr. Diego Masa Pinto |
MEMBER |
Audit Committee
Pursuant to article 48, paragraph 1 (b) of Delegated Regulation (EU) 2017/392, IBERCLEAR will have an Audit Committee responsible for advising the Board of Directors on the performance of IBERCLEAR´s internal audit function. The Audit Committee of IBERCLEAR is regulated in article 20 of the Board of Directors Regulations.
|
NAME |
POST |
|
Mrs. Ana Isabel Fernández Álvarez |
CHAIRWOMAN |
|
Mr. David María Jiménez-Blanco Carrillo de Albornoz |
MEMBER |
|
Mrs. María Pintado Valverde |
MEMBER |
Rules of the organisation and functioning of the Audit Committee
Remuneration Committee
Pursuant to article 48, paragraph 1 (c) of Delegated Regulation (EU) 2017/392, IBERCLEAR will have a Remuneration Committee responsible for advising the Board of Directors on the IBERCLEAR´s Remuneration Policy. The Remuneration Committee of IBERCLEAR is regulated in article 21 of the Board of Directors Regulations.
|
NAME |
POST |
|
Mr. David Maria Jiménez-Blanco Carrillo de Albornoz |
CHAIRMAN |
|
Mrs. Ana Isabel Fernández Álvarez |
MEMBER |
|
Mrs. Maria Teresa Corzo Santamaría |
MEMBER |
Rules of organisation and functioning of the Remuneration Committee
Organization and management of the Committes
Chapter V of the of the Board of Directors Regulation regulates the composition, functions, responsibilities and the procedure for appointing the members of the Monitoring Committees.
Below are the lines of action in relation to the organization and management of these committees.
Operation management of the Committees
Chapter V of the Regulations of the Board of Directors regulates the composition, functions, responsibilities and appointment procedure of the members of the monitoring Committees.
Hereinafter the action lines in relation to the organization and functioning of said committees are detailed.
Calling and location meetings
The meetings of the Risk monitoring Committees of IBERCLEAR shall be called by the respective Chairman.
The calling of the Risk monitoring Committees of IBERCLEAR must include the agenda for the meeting and shall be sent by letter, fax, telegram or e-mail, in accordance with the instructions received from each member of the Risk monitoring Committees of IBERCLEAR, to the address notified by them at least forty-eight hours before the date set for the meeting.
The meetings of the Risk monitoring Committees of IBERCLEAR shall be held at the IBERCLEAR registered office, unless the meeting calling specifies a different location.
Meetings and quorum
The Risk monitoring Committees of IBERCLEAR shall meet at least three times a year and as often necessary in the Chairman’s opinion for the performance of its respective functions or at the request of the Board of Directors of IBERCLEAR.
The Risk Monitoring Committees of IBERCLEAR will be validly constituted when the majority of their members attend the meeting.
Assistance
The Chairman of each Risk monitoring Committees of IBERCLEAR may invite to attend the meetings and have the right to speak but not to vote, IBERCLEAR senior management members and technical staff, and any expert or third party that he considers appropriate, based on the matters to be discussed at the meeting.
Deliberation and adopting resolutions procedure
The Chairman shall organize the proceedings in accordance with the agenda included in the calling, ensuring that Risk monitoring Committees of IBERCLEAR members receive the information sufficiently in advance to discuss the items on the agenda and encouraging their active participation.
The Risk monitoring Committees of IBERCLEAR members may request from the Secretary any information or documentation they deem appropriate for the proper performance of their functions.
Once the Chairman considers that a matter has been sufficiently discussed he shall put it to the vote, and each of the Risk monitoring Committees of IBERCLEAR members who are either present or represented shall have one vote.
The resolutions shall be adopted by a majority of the members of the Risk monitoring Committees of IBERCLEAR who are either present or represented at the meeting.
In the event of a tie, the Chairman of the Risk monitoring Committees of IBERCLEAR shall have the casting vote.
