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Duro Felguera | Cotización

Shareholders and investors

Corporate Governance

Board of Directors

Regulations of the Board of Directors (18 January 2022)

Executive President:

D. Eduardo Espinosa Bustamante

Vice-President:

D. Jaime Isita Portilla

Propietary directors:

Dña. Mónica Rodrigues Sequeira

D. Gerardo Tietzsch Rodríguez Peña

Independent:

D. Nuno Cardoso Correia de Mota Pinto (Coordinating Councillor)

Dña. Julia Tejero Ruiloba

Dña. María José Zueco Peña

External:

D. César Hernández Blanco

Dña. María Jesús Álvarez González

Non-director Secretary:

D. Manuel Ángel Romero Rey

President: 

D. Eduardo Espinosa Bustamante

Members: 

D. Jaime Isita Portilla

D. Nuno Cardoso Correia de Mota Pinto

D. Gerardo Tietzsch Rodríguez Peña

Audit, risks and compliance committee

  • The Audit, Risk and Compliance Committee shall be composed of a minimum of three and a maximum of five members, elected by the Board of Directors from among the independent directors, who shall hold office for a term of four years and may be re-elected for equal or shorter terms.
  • The Audit, Risk and Compliance Committee shall have a chairman elected by the Board from among the members of the Committee, who must be replaced every four years and may be re-elected once one year has elapsed since leaving the post.
  • The members of the Audit, Risk and Compliance Committee shall leave office when their term of office ends, voluntarily or when their position as director is not renewed.
  • Its members are subject to the rules of secrecy and confidentiality that govern the directors. They will report directly to the Board of Directors.
  • The Committee will be assisted by a secretary, with the right to speak but not to vote, who will be the secretary of the Board of Directors.
  • Furthermore, any member of the company’s management team or staff, with the approval of the chairman or the CEO, is obliged to attend the Committee’s meetings when required to do so, and the Committee may also require the attendance of the auditors.
  • It will meet as often as it deems appropriate, but no less than four times a year, coinciding with the fifteen days after the end of each calendar quarter.
  • The Committee may act provided that half plus one of its members attend the meeting. In the event that not all members attend, the rule of unanimity shall apply instead of that of majority.
  • The Committee may regulate its own internal functioning for better performance and propose to the Board of Directors any modification of these regulations to be submitted to the General Meeting of the company.

It constitutes the object of the Commission’s activity:

  • Direct and unrestricted access to all the company’s economic and financial information.
  • Direct and unrestricted access to the company’s external auditors, holding informative and explanatory meetings with them as it sees fit and for the aforementioned purposes.
  • Supervise compliance with the audit contract, requiring that the auditor’s opinion on the annual accounts and the content of the report be written in a clear and precise manner.
  • Act as a channel between the Board of Directors and the auditors. Evaluate the results of each audit and assess the management team’s responses to the auditors’ recommendations. Act as mediator in cases of differing opinions between the management team and the auditors in relation to the principles and criteria applicable in the preparation of the financial statements.
  • Review the company’s accounts and ensure that generally accepted accounting principles are correctly applied.
  • Report on proposals to modify accounting criteria and principles suggested by management, as well as those required by law. Verify the integrity and adequacy of internal control systems and propose or review the appointment or replacement of those responsible.
  • Approve the issue prospectuses and periodic financial information to be supplied by the Board of Directors to the markets and their supervisory bodies.
  • The supervision and monitoring of good corporate governance, transparency in corporate actions, compliance with the Company’s Governance rules and compliance with the rules of the Internal Code of Conduct, informing the Board of any conduct or non-compliance that may occur, to be corrected, or reporting to the General Meeting if not corrected.

President: 

D. Nuno Cardoso Correia de Mota Pinto

Members: 

Dña. María José Zueco Peña

Dña. Julia Tejero Ruiloba

D. Gerardo Tietzsch Rodríguez Peña

Appointments and Remuneration Committee

  • The Committee shall be made up of a minimum of three and a maximum of five people, members of the Board of Directors, who are not Executive Directors, appointed by a majority of the members of the Board.
  • The appointment will coincide in duration with the term of office established for each member of the Committee, and they may be re-elected as many times as deemed necessary, as long as they remain members of the Board.
  • The chair will be elected from among its members by the Board of Directors for the maximum term remaining to be served as a member of the Board of Directors.
  • The Committee shall be assisted by a secretary, with voice but without vote, who shall be the secretary of the Board of Directors.
  • The Committee shall meet at the request of its chair, at the registered office or wherever he or she may designate, whenever the chair of the Committee or the majority of its members so request or when its meeting is convened by resolution of the Board of Directors of Duro Felguera, S.A. In any case, it will meet at least twice a year and coincide with those dates that allow for the study and analysis of all the conditions and information necessary for the determination of the annual remuneration or appointments of the members of the Board or the senior managers of the Company.
  • Any member of the management team or company personnel, with the approval of the chairman or the managing director, is obliged to attend the Committee’s meetings when required to do so.
  • The secretary shall draw up the minutes of the deliberations, the important matters and the resolutions of the Committee, which must 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 functioning for its better operation and propose to the Board of Directors any modification of its regulations.

The functions of this Commission are:

  • Assess the skills, knowledge and experience required on the Board of Directors. To this end, it will define the functions and aptitudes required of the candidates to fill each vacancy and will assess the time and dedication necessary for them to perform their duties effectively.
  • Establish a representation target for the under-represented gender on the Board of Directors and develop guidelines on how to achieve this target.
  • Submit to the Board of Directors proposals for the appointment of independent Directors for designation by co-option or for submission to the decision of the General Shareholders‘ Meeting, as well as proposals for the re-election or removal of such Directors by the General Shareholders’ Meeting.
  • Report on the proposals for the appointment of the remaining Directors for designation by co-option or for submission to the decision of the General Shareholders‘ Meeting, as well as the proposals for their re-election or removal by the General Shareholders’ Meeting.
  • Report on proposals for the appointment and removal of senior managers and the basic conditions of their contracts.
  • Examine and organise the succession of the Chairman of the Board of Directors and the Company’s chief executive and, where appropriate, make proposals to the Board of Directors so that such succession takes place in an orderly and planned manner.
  • To propose to the Board of Directors the remuneration policy for Directors and general managers or those who perform senior management functions reporting directly to the Board, the Executive Committee or the Chief Executive Officers, as well as the individual remuneration and other contractual conditions of the executive Directors, ensuring compliance.
  • Within the scope of its functions, it shall submit to the Board, for its consideration and approval, any proposals it deems appropriate.

President:

Dña. María José Zueco Peña

Members:

D. Gerardo Tietzsch Rodríguez-Peña

Dña. Julia Tejero Ruiloba

  • The Committee shall be made up of a minimum of three and a maximum of five people, members of the Board of Directors, who are not Executive Directors, appointed by a majority of the members of the Board.
  • The appointment shall have a maximum duration of four years, which shall coincide with the duration established for the position of director of each member of the Committee, and they may be re-elected as many times as deemed necessary, as long as they maintain their status as members of the Board.
  • The Chairman shall be elected from among its members by the Board of Directors for a maximum term of four years, at the end of which the Director who has held the position may not be re-elected as Chairman until one year has passed since leaving the position, without prejudice to his or her continuity as a member of the Commission.
  • The Board shall also appoint a Secretary, with the right to speak but not to vote, who may be a member of the Commission.
  • The Committee shall meet at the request of its Chair, at the registered office or wherever the Chair may designate, whenever the Chair of the Committee or the majority of its members so request or when a meeting is required by resolution of the Board of Directors of Duro Felguera, S.A. 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 Company’s Audit, Risk and Compliance Committee, Risks and Compliance Committee, with the aim of reviewing, in a coordinated manner, the Company’s non-financial information before it is submitted to the Board of Directors for approval, as well as to supervise and evaluate the efficiency of the Company’s non-financial risks, including ethical and business conduct aspects.
  • Any member of the management team or company personnel, with the approval of the President, is obliged to attend the Committee’s meetings when required to do so.
  • The Secretary shall keep minutes of the deliberations, important matters and resolutions of the Commission, which must be adopted by a majority of its members.
  • The Chairman of the Commission shall report to the Board of Directors, at the first meeting held, on the content of the resolutions adopted by the Commission.
  • The Commission may regulate its own internal functioning for its better operation and propose to the Board of Directors any modification of its regulations.

The functions of this Commission are:

  • Ensure the adequate fulfilment of the Environmental, Social and Governance (ESG) criteria in the Company, promoting the development and concrete commitments in these areas, ensuring their fulfilment.
  • Supervise the application and fulfilment of the Internal Codes of Conduct and of the regulatory compliance that is not expressly attributed to another Commission or to the Board of Directors of the Company. In this sense, the Sustainability Commission will be responsible for:
  • Supervising the correct fulfilment of internal rules and procedures that ensure the monitoring of rules of conduct and regulatory compliance in the different spheres of action of the Company, being able to raise proposals for their improvement and development.
  • Supervising compliance with the Company’s corporate governance rules, and in this sense, the Sustainability Committee will be responsible for:
  • Supervising compliance with transparency in corporate actions.
  • Periodically evaluating the suitability of the Company’s system of good corporate governance, with the aim of ensuring that it fulfils its mission of promoting the company’s interests and takes into account, as appropriate, the legitimate interests of other stakeholders.
  • To inform and, where appropriate, submit the corresponding proposals to the Board of Directors in relation to the development of the corporate governance rules of the Company and its Group based on the principles established in the Company Bylaws and in accordance with the regulations that may be applicable at any given time.
  • To supervise compliance with the Company’s corporate social responsibility policy. In this sense:
    • To review and evaluate the Company’s corporate social responsibility policy, ensuring that it is oriented towards the creation of value.
    • particular, the Committee shall ensure that the corporate social responsibility policy identifies at least:
      • The objectives of the policy and the development of support instruments.
      • The corporate strategy related to sustainability, the environment and social issues.
      • The specific practices in matters related to: employees, customers, suppliers, social issues, the environment, diversity, fiscal responsibility, respect for human rights and the prevention of illegal behaviour.
      • The methods or systems for monitoring the results of the application of the specific practices indicated in the previous point, the associated risks and their management.
      • The channels of communication, participation and dialogue with stakeholders.
      • Responsible communication practices that prevent information manipulation and protect integrity and honour.
  • The supervision of the application of the general policy regarding the communication of information disseminated by the Company, as well as with shareholders, investors, proxy advisors and other stakeholders.
  • Any other matter entrusted to it by the Board of Directors.

Presidente: 

Julia Tejero Ruiloba

Members: 

Dña. Monica Rodrigues Sequeira

D. Nuno Cardoso Correia de Mota Pinto

Jaime Isita: ‘we are working with maximum intensity to restore the value of Duro Felguera’

13 September 2024

On Friday 6th September, Duro Felguera held an Extraordinary General Meeting in which the appointment of the members of the Board of Directors for the next four years was formalised. During the meeting, the company’s Chairman, Jaime Isita Portilla, underlined the strategic importance of these appointments: ‘We have completed the creation of a dynamic and agile Board, prepared to respond to the current and future demands of the market with flexibility and vision’.

A new Board of Directors for a new era

14 May 2024

The election, yesterday, of a new Board of Directors of Duro Felguera represents the beginning of a new stage, once the company has been consolidated, energized and strengthened.

The Board, together with the Chief Executive Officer, Jaime Argüelles, is already working on the promising future of the company to take advantage of the great business and growth opportunities that are presented in the sectors in which the company operates, mainly those related to industrial decarbonization and energy transition.

Other relevant information: the company announces the renewal of the Board of Directors

13 May 2024

On May 13, 2024, Mr. Jaime Isita Portilla, who has also been appointed Chairman, Mr. Eduardo Espinosa Bustamante, appointed Vice-Chairman, and Ms. Mónica Rodrigues Sequeira, all three with the condition of proprietary directors, and Mr. Gerardo Tietzsch Rodríguez Peña, as independent director, accepted the position and joined the Board by cooptation. Likewise, Mr. Manuel Angel Romero Rey has been appointed as non-director Vice-Secretary of the Board of Directors.

Takeover, syndication agreement and registration in the commercial register

27 February 2024

On 26 February, two relevant information for Duro Felguera were communicated through the CNMV. The first, the notification of the takeover and the syndication agreement signed by Prodi and Mota-Engil Mexico to jointly define the management of the company, of which they own 54.66% of the capital.

In the second, the company has reported on the registration in the Commercial Registry of Asturias of the two public deeds of execution of the Capital Increase with Rights and the Increase by Capitalisation of Debt granted on 22 February 2024, in accordance with article 508.2 of the Capital Companies Act.