Boards and Committees

Composition of the Board of Directors

Board of Directors

This section contains the names, position, type and date of appointment of each member of the Board of Directors of Vocento, and the date of termination of their mandate.

For further information about the professional profile of each Director and other boards to which they belong, click on the link to open their CV.

D. Ignacio Ybarra Aznar

guion

Position

President

Type of Director

External

Date of first appointment

26/04/2012

Date of last appointment

13/11/2022

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D. Luis Enríquez Nistal

guion

Position

Chief Executive Officer

Type of Director

Executive

Date of first appointment

26/04/2012

Date of last appointment

18/04/2022

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D. Santiago Bergareche Busquet

guion

Position

Member

Type of Director

External

Date of first appointment

12/11/2013

Date of last appointment

12/11/2019

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Valjarafe, S.L.

(represented by Doña Soledad Luca de Tena García-Conde)

guion

Position

Member

Type of director

External

Date of first appointment

26/04/2012

Date of last appointment

18/04/2022

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D. Álvaro de Ybarra Zubiría

guion

Position

Member

Type of Director

External

Date of first appointment

19/12/2017

Date of last appointment

18/04/2022

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D. Gonzalo Soto Aguirre

guion

Position

Member and Vicepresident

Type of director

External

Date of first appointment

26/04/2012

Date of last appointment

18/04/2022

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D. Enrique de Ybarra e Ybarra

guion

Position

Member

Type of director

External

Date of first appointment

28/02/2017

Date of last appointment

28/02/2021

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D. Carlos Delclaux Zulueta

guion

Position

Member

Type of director

Independent

Date of first appointment

23/02/2016

Date of last appointment

26/04/2020

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D. Gonzalo Urquijo y Fernández de Araoz

guion

Position

Member

Type of director

Independent

Date of first appointment

23/02/2016

Date of last appointment

26/04/2020

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D. Fernando de Yarza López-Madrazo

guion

Position

Member

Type of director

Independent

Date of first appointment

23/02/2016

Date of last appointment

26/04/2020

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D. Carlos Pazos

guion

Position

Secretary, not a member of the Board of Directors and Legal Advisor

Date of first appointment

15/10/2013

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D. Pablo Díaz Gridilla

guion

Position

Vice Secretary, not a member of the Board of Directors

Date of first appointment

15/10/2013

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Composition and function of Committees

Executive Committee

Chairman:

D. Ignacio Ybarra Aznar.

Functions of committee:

D. Luis Enríquez Nistal

D. Álvaro de Ybarra Zubiría

D. Gonzalo Urquijo y Fernández de Araoz

D. Fernando de Yarza López-Madrazo

D. Santiago Bergareche Busquet

Valjarafe, S.L., represented by Dª Soledad Luca de Tena García-Conde

Functions of committee:

In accordance with Articles 16 and 17 of the Rules for the Board, the Board will establish an Executive Committee, delegating general faculties for decisions to be made. The permanent delegation of faculties to this Committee will include all faculties of the Board, except for those that according to the law or by-laws cannot be delegated.

Appointments and Remuneration Committee

Chairman

D. Gonzalo Urquijo y Fernández de Araoz

Members:

D. Carlos Delclaux Zuluetar

D. Gonzalo Soto Aguirre

D. Fernando de Yarza López-Madrazo

D. Álvaro Ybarra Zubiría

Functions of committee:

In accordance with Article 19 of the Rules for the Board of Directors, and notwithstanding other responsibilities assigned it by the Board, the Appointments and Remuneration Committee will have the following responsibilities:

a) Assess the competence, know-how and experience needed on the Board and in consequence to define the functions and skills needed by candidates for each vacancy, and to assess the time and dedication needed to perform these duties well.

b) Examine or organize to a sufficient degree the succession of the Chair and of the CEO and if applicable to make proposals to the Board so that this succession may be achieved in an orderly and well planned manner.

c) Report on the appointments and dismissals of senior managers as proposed by the CEO to the Board.

d) Report to the Board about issues of gender diversity as noted in Article 22.9 of these Rules.

e) Propose to the Board of Directors:

i) The remuneration policy for directors and senior managers;

ii) The individual remuneration of executive directors and other conditions in their contracts.

iii) the basic conditions of the contracts of senior managers.

f) Ensure that the remuneration policy established by the company is observed.

Audit and Compliance Committee

Chairman:

D. Carlos Delclaux Zulueta

Members:

D. Gonzalo Soto Aguirre

D. Fernando de Yarza López Madrazo

Functions of committee:

In accordance with Article 18 of the Rules for the Board of Directors, and notwithstanding other responsibilities assigned it by the Board, the Audit and Compliance Committee will have the following responsibilities:

1. Reporting to the Shareholder Meeting about the questions presented to the Committee on issues of its competence.

2. Proposing to the Board of Directors for approval by the Shareholder Meeting the appointment of the external auditors.

3. Supervising the effectiveness of the internal controls of the company, of the internal audit services and systems for controlling              risks, and discussing with the external auditor any significant weaknesses in the internal control system detected during the audit.

4. Understanding and supervising the process of preparing and presenting regulatory financial information.

5. Relations with external auditors and receiving information about those matters which could threaten their Independence plus any           other issue related to the audit of the accounts and any communications laid down in the legislation on auditing and in the technical           norms for auditing.