- Maintaining the ratio of Independent Directors on the Board at 62%.
- Board Committees chaired by an Independent Director, there being a majority of Independent Directors and excluding Executive Directors from said committees.
- Development of a long-term incentives plan, pending approval at the 2016 GSM, in accordance with the CNMV's Code of Good Governance.
- Appraisal of the Board, including advice from an independent external expert.
- Approval of policies in the spheres of risk control and management, anti-corruption, fraud, sustainability, good governance, human capital management, health & safety, environment, quality, communication and contact with shareholders, institutional investors and proxy advisors, and cybersecurity.
- Amendments to the Internal Code of Conduct, Board Regulations and Audit and Compliance Committee Regulations in accordance with the recommendations for good governance.
- Establish in the Board Regulations an annual appraisal of the functioning of the Board and its Committees, as well as an external appraisal every three years.
Lines of progress 2016
- Approve a Director selection policy that promotes the analysis of key skills and encourages diversity in gender, knowledge and experience, promoting a situation whereby the ratio of female Board members rises to over 30% in 2020.
- Establish in the Board Regulations a minimum percentage of Board meeting attendance on the part of Directors.
- Undertaking of a Board training session on financial and non-financial matters that are key to company management.
- Publication of company objectives (metrics, weights and achievement) in the Remuneration Report.
The General Shareholders' Meeting is the highest body representing shareholders.
The Enagás Board of Directors maintains a 62% ratio of Independent Directors compared to the 49% of the Spanish market (Ibex 35 average).
Enagás has been reducing the number of Board members, which now stands at 13. What is more, Enagás' commitment to promote gender diversity onthe Board is reflected in the significant increase in the ratio of female members, rising from 6% in 2007 to 23% in 2015.
The composition of the Board of Directors and the Governance Committees is set out below.
|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||-||-|
|Marcelino Oreja Arburúa||Chief Executive Officer||-||-|
|Jesús David Álvarez Mezquíriz(1)||Director||-||Member|
|Sultan Hamed Khamis Al Burtamani (proposed by Oman Oil Holdings Spain S.L.)(1)||Director||-||-|
|Antonio Hernández Mancha||Director||-||Member|
|Luis Javier Navarro Vigil||Director||-||Member|
|Ana Palacio Vallelersundi||Lead Independent|
|Martí Parellada Sabata||Director||Chairman||-|
|Jesús Máximo Pedrosa Ortega (proposed by SEPI - Sociedad Estatal de Participaciones Industriales)||Director||-||Member|
|Ramón Pérez Simarro||Director||-||Member|
|Isabel Tocino Biscarolasaga||Director||-||Chair|
|Rosa Rodríguez Díaz||Director||Member||-|
|Gonzalo Solana González||Director||Member||-|
|SEPI - Sociedad Estatal de Participaciones Industriales (represented by Federico Ferrer Delso)||Director||Member||-|
|Luis Valero Artola||Director||Member||-|
(1): Both Directors resigned in 2015.
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.
Thus, in 2015 a new remuneration plan was defined, which will be put to the vote at the 2016 GSM, defined under the following criteria:
- Review and update of salary levels against market positioning (last review performed in 2009).
- Variable compensation is always linked to the company's performance and the level of achievement of the company's economic, environmental and social objectives.
- The Board of Directors has developed a Long-Term Remuneration Incentive Plan (ILP), pending approval at the 2016 GSM, characterised by an in-house best market practices scheme linked to share performance and other indicators (business, economic and sustainability-related) connected to fulfilment of the company's strategic plan, thereby complying with the provisions of the CNMV's Code of Good Governance.
- All compensation is subject to adequate control systems that define the performance of the Executives.
REMUNERATION OF THE BOARD OF DIRECTORS IN 2015
|Directors||Thousands of euros|
|Antonio Llardén Carratalá (Executive Chairman)(1)||1,737||1,749|
|Marcelino Oreja Arburúa(2)||552||561|
|Sociedad Estatal de Participaciones Industriales (Proprietary Director)||72||76|
|Mr. Sultan Hamed Khamis Al Burtamani(3)||32||11|
|Mr. Jesús David Álvarez Mezquíriz (Independent Director)(3)||76||20|
|Mr. Dionisio Martínez Martínez (Independent Director)||26||-|
|Mr. José Riva Francos (Independent Director)||21||-|
|Mr. Ramón Pérez Simarro (Independent Director)||76||76|
|Mr. Martí Parellada Sabata (Independent Director)||80||81|
|Ms. Teresa García-Milà Lloveras (Independent Director)||20||-|
|Mr. Miguel Ángel Lasheras Merino (Independent Director)||20||-|
|Mr. Luis Javier Navarro Vigil (External Director)||76||76|
|Ms. Isabel Sánchez García (Independent Director)||20||-|
|Mr. Jesús Máximo Pedrosa Ortega (Proprietary Director)||76||76|
|Ms. Rosa Rodriguez Diaz (Independent Director)||70||76|
|Ms. Ana Palacio Vallelersundi (Independent Director)(4)||60||80|
|Ms. Isabel Tocino Biscalorasaga (Independent Director)(4)||60||81|
|Mr. Antonio Hernández Mancha (Independent Director)(4)||60||76|
|Mr. Luis Valero Artola (Independent Director)(4)||53||76|
|Mr. Gonzalo Solana González (Independent Director)(4)||57||76|
(1) The difference in the Executive Chairman's remuneration in 2015 with respect to 2014 was exclusively due to the increase in withholding taxes for payments in kind, which were the same in both years.
In 2015, the Executive Chairman received €960 thousand of fixed remuneration and €576 thousand of variable remuneration, with both components approved by the Board. In addition, the Executive Chairman was paid €64 thousand in attendance fees (fixed remuneration plus fee for attending board meetings) and €150 thousand in remuneration in kind, for a combined total of €1,749 thousand. In addition, he was provided with a life insurance policy, with total premiums in the year of €33 thousand, and €7 thousand was contributed to his pension scheme. 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, €177 thousand corresponded to the Executive Chairman.
(2) The difference in the Chief Executive Officer's remuneration in 2015 is exclusively due to the differences in valuation of payments in kind, which were the same in both years.
In 2015, the Chief Executive Officer was paid fixed remuneration of €300 thousand and variable remuneration of €180 thousand, with both components approved by the Board. In addition, the CEO was paid €64 thousand in Board attendance fees (fixed compensation plus attendance fee per meeting) and €17 thousand in remuneration in kind, for a combined €561 thousand. In addition, he was provided with a life insurance policy, with total premiums in the year of €0.5 thousand, and €5 thousand was contributed to his pension scheme. The CEO is also covered by the mixed group insurance policy for pension commitments, and the amount of €93 thousand of this premium corresponds to him.
(3) Both Directors resigned in 2015.
(4) Directors appointed at the 2014 General Shareholders' Meeting held in March (2014 remuneration corresponding to the period March-December 2014).
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, a self-assessment of the Board is performed with participation from an independent external expert. This self-assessment is performed objectively and from a best-practice viewpoint by means of questionnaires completed by all members of the Board. The aim of the self-assessment is to sustain and bolster the performance of the Board through:
- The consolidation and optimisation of its strengths.
- The confronting of any vulnerabilities detected through appropriate actions.
- Strengthening the role of Board members and their responsibilities to the company.
In the most recent self-assessments, identified strengths included the professional experience and skills represented on the Board, ensuring the efficiency of the decision-making process, and the Board and Committees' approach to resolving conflicts of interest supported by suitable levels of transparency.
Recommendations worth highlighting include those related to diversity on the Board, for which Enagás is taking significant steps forward, such as the incorporation of diversity criteria in the Director selection process, or recommendations concerning risk management.
In this latter sphere, the company's new risk management model provides Senior Management / the Audit and Compliance Committee with key information for business decision-making. In the context of this model, in 2015, the creation of the Risk Committee was approved and associated rules and procedures were developed and reviewed.
Key issues addressed by the Board of Directors in 2015
Some of the key issues addressed by the Board of Directors in 2015 within the economic, corporate governance, social and environmental spheres are summarised below. When addressing such matters, the Managing Directors of the Company are invited to attend Board meetings to present issues within their area of responsibility.
|Strategic Plan follow-up and reflection on the new market context||Economic||Unanimously approved|
|Carbon footprint and positioning of the company in the area of climate change. COP21 results||Environmental||Unanimously approved|
|Approval of the new crime prevention model and creation of a Regulatory Compliance Unit||Corporate governance||Unanimously approved|
|Approval of the policies on risk control and management, anti-corruption and fraud, sustainability and good governance, human capital management and health & safety, environment and quality||Corporate governance||Unanimously approved|
|Action plan for Director training||Corporate governance||Unanimously approved|
|Monitoring of the Company's contributions to social action and corporate volunteering||Social||Unanimously approved|