The General Shareholders’ Meeting of Red Eléctrica has today approved a new remuneration structure for the Board, with 100% of its remuneration being fixed, which means the elimination of the variable element and fulfils a major international requirement regarding Corporate Governance. This measure was approved by 98.85% of the private shareholders of the Company, whose majority of capital (more than 70%) is in the hands of foreign investors, mainly American and British mutual funds and pension funds.
The Board also approved maintaining the total remuneration of the Board frozen for this year, which is the seventh consecutive year this occurs, with the exception of 2012, when it was reduced by 5%. Another proposal which was approved, with almost 100% of the votes belonging to both private shareholders and the majority shareholder, SEPI (State Industrial Holding Company), which holds a 20% stake in the Company, was that related to the Company’s financial statements and the management of the Board of Directors.
The Chairman of Red Eléctrica, José Folgado, highlighted in his speech that he felt the abstention of the major shareholder, SEPI, was positive in regard to the remuneration of the management bodies (Board of Directors and Senior Executives) of the private companies in which it has a shareholding, leaving the protagonism in this matter to the market and private shareholders. The General Shareholders’ Meeting also approved a dividend in line with the growth in earnings, which is 7.5% higher than the previous year, with a pay-out of 65%.
The General Shareholders’ Meeting approved, on proposal of the Board, the appointment of Socorro Fernández Larrea and Antonio Gómez Ciria as independent Board members, which places the Company at the head of the IBEX regarding gender diversity on the Board, 45% women of the 11 Board members of the Company, including the Chairman. Excluding the chief executive director, that in the case of Red Eléctrica is the Chairman, of the remaining 10 directors, five are women (50%).
For the fifth consecutive year, the Board of Directors submitted for approval of the General Meeting the Annual Report on Compensation and Compensation Policy for the Board of Directors, which was prepared taking as a reference the recommendations of international investors and proxy advisors in matters of Corporate Governance, best practices followed by international listed companies and the regulation established in Ministerial Order ECC/461/2013 of 20 March, and Circular 4/2013, of 12 June, of the Spanish Securities & Exchange Commission.
New Board members
Red Eléctrica continues to bet on the technical profile of its Board members. The appointment of Socorro Fernández Larrea and Antonio Gómez Ciria has taken place due to the fact that the term of two of the independent Board members, Miguel Boyer Salvador and Rui Manuel Janes Cartaxo, has come to an end. Moreover, the Board has ratified the appointment of José Ángel Martín Partearroyo as external nominee director on behalf of SEPI, which was agreed by the Board of Directors at its meeting on February 25, 2014, as a consequence of the resignation of Alfredo Parra García-Moliner.
Socorro Fernández Larrea is a Civil engineer from the Universidad Politécnica of Madrid. Currently, she is Deputy Chairwoman of the Spanish Directors’ Association (Asociación Española de Directivos) and Chairwoman of its Internationalisation Committee. She is member of the Board of Directors of AMPER, S.A. and has extensive management experience in the infrastructure sector. She is a member of the IWF (International Women Forum), and member of the Management Board of its Spanish chapter. She is member of the Business Board of Latin America (Consejo Empresarial de América Latina), and member of the Management Board for its Iberian chapter.
Antonio Gómez Ciria has a degree in Economics and Business Administration and a degree in Mathematics from the Universidad Complutense of Madrid and a Master’s in Business Administration (Executive MBA) from IESE. Currently, he is member of the Advisory Board of Experts in Accounting and Financial Reporting (Consejo Consultivo de Expertos en Contabilidad e Información Financiera) (ECIF) of the General Board of the Professional Economists’ Association. He was a member of the Advisory Board of the Institute of Internal Auditors and member of the Management Board; Chairman of the Institute of Accounting and Auditing; Market Inspection Manager for the Madrid Stock Exchange; Deputy Director of Budget Planning and Studies for Radio Television Española; Director of the Auditing and Accounting Department of the Banco de Crédito Agrícola, and Comptroller and Auditor for General State Intervention. Noteworthy is his involvement in the CNMV working group for the drafting of the "Guidelines for preparing the management report of listed companies”.
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