Good governance is a primary concern for the company, as is reflected in the Enagás Sustainability and Good Governance Policy. This policy confirms that a good governance model permits us to create value in the short, medium and long term for shareholders, customers, suppliers and other stakeholders. It also strengthens the company’s control environment, reputation and credibility for third parties.
The key areas on which our governance model is structured are the company’s strategy and objectives (see the chapter ‘Our project for the future’), the structure and functioning of our governing bodies (independence, diversity, etc.), performance and the system of incentives for decision-making.
- Continuation of the training sessions to the Board of Directors on key financial and non-financial matters regarding the management of the company.
- Evaluation of the Board by independent external assessors.
- Review of the procedure for the annual external assessment of the functioning of the Board and its Committees and publication of a summary of the results.
- Publication of the indicators and set goals linked to variable remuneration (short and long term).
- Creation of an individual matrix of the Board’s competences.
female members on the Board
women in the Management Committee
members of the Board of Directors
Quorum at 2017 GSM
|Name of the Director||Position on the Board of Directors||Type of Director||Position on the Audit and Compliance Committee||Position on the Appointments, Remuneration and CSR Committee|
|Antonio Llardén Carratalá||Chairman||Executive|
|Marcelino Oreja Arburúa||Chief Executive Officer||Executive|
|Martí Parellada Sabata||Director||Other External||Member|
|Isabel Tocino Biscalorasaga||Director||Independent||Chairwoman|
|Ana Palacio Vallelersundi||Lead Independent |
|Antonio Hernández Mancha||Director||Independent||Member|
|Luis Javier Navarro Vigil||Director||Other External||Member|
|Jesús Máximo Pedrosa Ortega (proposed by SEPI - Sociedad Estatal de Participaciones Industriales)||Director||Proprietary||Member|
|Luis García del Río||Director||Independent||Member|
|Rosa Rodríguez Diaz||Director||Independent||Member|
|Gonzalo Solana González||Director||Independent||Member|
|Luis Valero Artola||Director||Independent||Member|
|SEPI – Sociedad Estatal de Participaciones Industriales (represented by Bartolomé Lara Toro)||Director||Proprietary||Member|
|Rafael Piqueras Bautista||General Secretary||-||Secretary||Secretary|
The Rules of the Organisation and Functioning of the Board of Directors of Enagás includes conditions which must be met by Board members in order for them to be considered independent. An additional target has been defined to have at least half of the Board consisting of independent directors.
The Enagás Board of Directors maintains a 54% ratio of independent directors compared to the 49% of the Spanish market (Ibex 35 average).
Furthermore, the policy for the selection of directors sets out the principles on which the selection processes for members of the Board of Directors:
- The principle of diversity of knowledge, gender and experiences.
- The principle of non-discrimination and equal treatment, so that the selection procedures for members of the Board of Directors are not subject to implicit bias which could entail any discrimination of any kind, whether due to race, sex, age, disability, etc.
- Compliance with laws in force and with the Enagás corporate governance system; likewise, with the recommendations and principles of good governance adopted by the Company.
The Enagás commitment to promote gender diversity on the Board is reflected in the significant increase in the ratio of female members, rising from 6% in 2007 to 23% in 2017 (above the Ibex 35 average).
As concerns diversity of knowledge and experience, the Enagás Board of Directors was evaluated by an independent external assessor who concluded that the Board presents an appropriate balance of knowledge and experience that allows it to fulfil the company’s strategy and given the context of its markets.
For this purpose, analysis was made of the proportion of Board members with key skills and experience that will permit strategic priorities to be met:
Moreover, the Board of Directors of Enagás covers other relevant abilities and experience for the development of the business, for instance, in the fields of business and management, economics, legal and tax, finance and capital markets, human resources, infrastructure, information technology, and marketing and sales.
Among its commitments, the Enagás Sustainability and Good Governance Policy establishes compliance with national and international recommendations and best practices in the area of good governance, in such aspects as the training and assessment of Directors, among others.
Every year, an assessment of the Board is performed with participation from an independent external expert. This assessment is performed objectively and from a best-practice viewpoint by means of questionnaires completed by all members of the Board.
The aim is to sustain and bolster the performance of the Board. The results of the latest evaluation on the functioning of the Board reached the following conclusions:
- Adequate number of meetings and time devoted to them. There were 11 meetings held in 2017, with attendance averaging 82%.
- Effective and appropriate communication between the Board of Directors and their committees and executives, and with stakeholders.
- Need to continue to strengthen certain areas of knowledge in the Board, such as technology, legal, tax, finance and strategy.
The following critical issues were dealt with by the Board of Directors in 2017:
|Annual risks report||Corporate Governance||Unanimously approved|
|Compliance model, standard and policy, crime prevention model||Corporate Governance||Unanimously approved|
|2017-2020 strategic reflection in line with the company's longterm view||Economic||Unanimously approved|
|Updating of tax policy, adherence to the Code of Good Tax Practices and inclusion in the Spanish tax department’s Large Companies Forum||Economic||Unanimously approved|
|Monitoring of the Company's contributions to social action and corporate volunteering||Social||Unanimously approved|
|Corporate directives regarding diversity||Social||Unanimously approved|
|Sustainable mobility guidelines||Environmental||Unanimously approved|
|Carbon offsetting strategy||Environmental||Unanimously approved|
In keeping with the Enagás efficiency drive, which is being implemented in order to ensure the sustainability of the business in the short, medium and long term, the company has introduced a new organisational structure with two main aims:
- To enhance the company’s long-term orientation in order to be able to meet the different challenges faced, through importance given to the functional areas of strategy, digitalisation and services.
- Consolidation of the short-term vision, through the concentration of technical functions, guaranteeing efficiency in the regulated business and enhancing the company’s technological leadership.
With this in mind, the composition of the Management Committee is as follows:
The Remuneration Policy for Board of Director members for 2016, 2017 and 2018 was approved in detail by the GSM of 18 March 2016.
The Enagás Board of Directors is empowered to adopt resolutions on Director remuneration.
The Appointments, Remuneration and CSR Committee proposes the remuneration criteria, within the limits set forth in the Articles of Association and pursuant to the decisions taken at the General Shareholders' Meeting. The Committee also monitors the transparency of remuneration.
Enagás has a Long-Term Incentive Plan for 2016–2018 that fulfils the criteria of independence, stakeholder involvement the remuneration report is put to a consultative vote at the General Shareholders' Meeting) and internal and external assessment (see the chapter on ‘Our project for the future’).
The two executive directors and members of senior management are beneficiaries of the approved 2016–2018 long-term incentive.
The Executive Directors and Senior Management are covered by the mixed group insurance policy for pension commitments. From the premium paid in 2017, 419 thousand euros corresponded to the Executive Directors and 708 thousand corresponded to Senior Management.
The remuneration payments made to each member of the Board of Directors, as described above, without inclusion of the insurance premium, were:
|Mr Antonio Llardén Carratalá (Executive Chairman)(1)||1,793||1,839|
|Mr Marcelino Oreja Arburúa (Chief Executive Officer)(2)||818||693|
|Sociedad Estatal de Participaciones Industriales (Proprietary Director)(4)||140||127|
|Mr Luis García del Río (Independent Director)(3) (4)||98||-|
|Mr Ramón Pérez Simarro (Independent Director)(3) (4)||37||126|
|Mr Martí Parellada Sabata (External Director)(4)||148||142|
|Mr Luis Javier Navarro Vigil (External Director)(4)||144||126|
|Mr Jesús Máximo Pedrosa Ortega (Proprietary Director)(4)||144||126|
|Ms Rosa Rodríguez Diaz (Independent Director)(4)||144||127|
|Ms Ana Palacio Vallelersundi (Lead Independent Director)(4)||166||133|
|Ms Isabel Tocino Biscalorasaga (Independent Director)(4)||157||139|
|Mr Antonio Hernández Mancha (Independent Director)(4)||144||126|
|Mr Luis Valero Artola (Independent Director)(4)||144||127|
|Mr Gonzalo Solana González (Independent Director)(4)||144||127|
(1) The remuneration for the Executive Chairman for the 2017 financial year was approved in detail by the General Shareholders’ Meeting on 18 March 2016, as part of the “Directors’ Remuneration Policy for 2016, 2017 and 2018.” In 2017, the Executive Chairman received a fixed remuneration of €1,000 thousand and a variable remuneration of €540 thousand; he also received Board meeting attendance fees of €117 thousand, as well as other items of remuneration in-kind amounting to €135 thousand (variations in in-kind remuneration with respect to prior years are due solely to differences in the value of said remuneration without him having received remuneration in-kind for other reasons). In total €1,793 thousand. He was also provided with a life insurance policy, with total premiums in the year of €20 thousands. The Group has outsourced its pension obligations with its Directors by means of a mixed group insurance policy. In addition to pension obligations, the cover provides benefits in the cases of life expectancy, death or disability. The Executive Chairman is part of the group covered by this policy: of the total premium paid for this during the year, 252 thousand euros corresponded to the Executive Chairman. The Executive Chairman is a beneficiary of the 2016-2018 Long-Term Incentive Plan approved at the General Shareholders’ Meeting held on 18 March 2016. Item eight of its Agenda states that the Committee assigned him a total of 69,711 performance shares. These shares do not entail an acquisition of the shares until the end of the programme and the final remuneration depends on the level of achievement of the goals of the programme
(2) The remuneration of the Chief Executive Officer for 2016 was approved in detail by the General Shareholders’ Meeting on 18 March 2016, as part of the “Directors’ Remuneration Policy for 2016, 2017 and 2018.” In 2017, he received a fixed remuneration of €460 thousand and a variable remuneration of €215 thousand; he also received Board meeting attendance fees of €117 thousand, as well as other items of remuneration in-kind amounting to €26 thousand (variations in in-kind remuneration with respect to prior years are due solely to differences in the value of said remuneration without him having received remuneration in-kind for other reasons). In total €818 thousand. In addition, he was provided with a life insurance policy, with total premiums in the year of €0,2 thousands. The Chief Executive Officer is also covered by the mixed group insurance policy for pension commitments, and of the premium paid in 2017, 167 thousand euros corresponds to him. The Chief Executive Officer is a beneficiary of the 2016-2018 Long-Term Incentive Plan approved at the General Shareholders’ Meeting held on 18 March, 2016. Item eight of its Agenda states that the Committee assigned him a total of 27,744 performance shares. These shares do not entail an acquisition of the shares until the end of the programme and the final remuneration depends on the level of achievement of the goals of the programme.
(3) On 31 March 2017, Mr Ramón Pérez Simarro discontinued his role as a Director and his place was taken by Mr Luis García del Río.
(4) The remuneration of these Directors being on the Board and its Committees was approved in detail by the General Shareholders’ Meeting on 18 March 2016, as part of the “Directors’ Remuneration Policy for 2016, 2017 and 2018.”
The decision-making processes in our affiliates are regulated through partnership agreements, which guarantee their control or joint-control and provide Enagás with the right of veto in relevant decisions.
Enagás has the ability to influence decision-making through its leadership of Boards of Directors, by means of the appointment directors from managers with broad experience in the sector and country.
There is a team in these companies that is responsible for supporting directors, who report to the management of Enagás and ensure compliance with the affiliates’ business plans.
In addition, relevant information is regularly reported to the Enagás Board of Directors and Enagás executive directors, who are responsible for overseeing critical decisions and take part in internal committees that meet every two months.
The remuneration scheme implemented in our affiliates is aligned with Enagás standards.