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.

Mr. 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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Mr. 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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Mr. Jorge Bergareche Busquet

guion

Position

Member

Type of Director

External

Date of first appointment

26/07/2019

Date of last appointment

04/2020

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Valjarafe, S.L.

(represented by Don Emilio de Palacios Caro)

guion

Position

 

Member

Type of director

External

Date of first appointment

26/04/2012

Date of last appointment

04/2022

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Mr. 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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Mr. 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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Mr. 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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Mr. 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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Mrs. Koro Usarraga Unsain

guion

Position

 

Member

Type of director

Independent

Date of first appointment

12/11/2019

Date of last appointment

04/2020

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Mrs. Isabel Gómez Cagigas

guion

Position

Member

Type of director

Independent

Date of first appointment

17/12/2019

Date of last appointment

04/2020

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Mr. Carlos Pazos Campos

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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Mr. 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

Appointments and Remuneration Committee

Chairman

Mr. Carlos Delclaux Zulueta

Members:

Mr. Gonzalo Soto Aguirre

Mr. Álvaro Ybarra Zubiría

Mrs. Isabel Gómez Cagigas

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:

Mrs. Koro Usarraga Unsain

Members:

Mr. Carlos Delclaux Zulueta

Mr. Gonzalo Soto Aguirre

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.