Who we are

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 members of the Management.

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 Management of the Company currently includes the Chief Operating Officer (COO), as responsible for the design, heading and development of the tasks assigned to the Operations Area, coordinating the five Teams involved therein, and the Chief Business Development Officer (CBDO) as responsible for the design, heading and of the tasks assigned to the Functional Area, respectively, coordinating the three Teams involved therein.

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

The functioning of IBERCLEAR is structured in six Areas or Departments: 

1. The Operations Area is headed by the Chief Operating Officer and it is made up by five Teams:

- Entities: Team in charge of managing the relationship with participants to IBERCLEAR, assisting them in any type of query or request that concerns their daily operations.

- Primary & Operational Control: Team in charge of ensuring the establishment of operational control mechanisms for the whole Operations Area in order to minimize the incidents and the operational risk inherent to IBERCLEAR’s activity. This team also performs the function of book-entry registry of securities.

Custody: Team in charge of managing the relationship with Issuers and their Agents, including the processing of corporate events. While developing this task, it also monitors compliance of the Spanish market with international standards. It is also involved in the monitoring and review of standards, through its membership in different European and national working groups.

- ECB Coordination: Team in charge of monitoring the initiatives, projects and services of the ECB. On a continuous basis, this team cooperates with the Spanish post-trade community, ensuring the active presence of IBERCLEAR in all the working groups and forums of the ECB.

- Cross Border Services (CBS): Dealing with the operational management of cross-border securities, including the settlement of the instructions, the custody management of the deposited portfolio, the execution of the corporate events, the tax reclaim services and the proxy voting handling.

Renade: Team in charge of the provision of supporting services to the National Administrator of the Union Registry (Oficina Española de Cambio Climático), as the tool to ensure publicity and permanent update of ownership and control of emission allowances in the Spanish Area of the Union Registry.

 2. The Functional Area is headed by the Chief Business Development Officer and it is made up by three Teams:

- Products: focused on identifying and defining the modifications, improvements or new services that may be of interest to IBERCLEAR clients. This team is responsible for analysing the suggestions that come not only from internal contributions, but also from external demand.

- Proyects: Once identified and defined by the Product Team, the development of the new services will be organized by projects, in each of which a team will participate that will be selected based on the objectives and scope of each of them.

- Sales & Relationship Management: the Customer Area, responding to customer requests related to strategic issues or new demands, monitors of the sale of value-added services to IBERCLEAR customers. Where necessary, this team will also act as access point for queries addressed to the Entidades Team.

 3. The Financial Department provides the functions of accounting and management control areas, treasury, economic planning and taxation.

 4. The Technology Department carries out the design, implementation and maintenance of the elements that make up the IT infrastructure of IBERCLEAR that is essential for the provision of its services and allows compliance with security, continuity and contingency requirements.

 5. The Legal Department provides services from a legal and regulatory standpoint. This Department is continuously involved in the internal processes of the Operations Area and the Functional Area.

 6. The Monitoring and Control Department executes the monitoring and control procedures and actions required by the law and detailed in the Monitoring and Control Manual. This Department reports quarterly to the Board of Directors on the incidents that have been detected.

 

Additionally, IBERCLEAR has a Chief Risk Officer, a Chief Technology Officer and a Chief Compliance Officer in charge of implementing the risk management framework, the technology framework and the compliance and internal control framework, respectively, including the policies and procedures established by the Board of Directors or the Senior Management, as the case might 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 currently includes the Chief Operating Officer and Chief Business Development Officer, 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

Organigrama

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 Chairman 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 Chairman 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 six (6) Directors, two (2) of them have been qualified as independent Directors which represent one-third of the members of the Board.

IBERCLEAR´s Board of Directors is currently formed by the following six (6) members, classified as follows:

NAME

POST

TYPE

GABRIEL DOMINGUEZ DE LA ROSA

CHAIRMAN

PROPRIETARY

JESÚS   BENITO NAVEIRA

CHIEF EXECUTIVE OFFICER

EXECUTIVE

CÉSAR   FARRÉ CAYUELA

DIRECTOR

PROPRIETARY

VICENTE   OLMOS IBÁÑEZ

DIRECTOR

PROPRIETARY

MARÍA TERESA CORZO SANTAMARÍA

DIRECTOR

INDEPENDENT

MARÍA PINTADO VALVERDE

DIRECTOR

INDEPENDENT

 Estatutos Sociales de la "Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. (only in spanish)

Reglamento del Consejo de Administración de la "Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. (only in spanish)

 

Board of Directors 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

Mr. Carlos Bermejo del   Valle

MEMBER

Mr. Jesús Romero de Pablos

MEMBER

Mr. José Manuel Moreno   Martín

MEMBER

Mrs. Pilar Sánchez Lobera

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

Mrs. Isabel Martín   Castellá

MEMBER

Mr. Juan March   Juan

MEMBER

 

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   Jiménez-Blanco Carrillo de Albornoz

CHAIRMAN

Mr. Santos Martínez-Conde   y Gutiérrez-Barquín

MEMBER

Mr. Gabriel Domínguez   de la   Rosa

MEMBER

 

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.

 

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