ANNUAL CORPORATE GOVERNANCE REPORT
2022
ANNUAL CORPORATE GOVERNANCE REPORT 2022
ANNUAL CORPORATE GOVERNANCE REPORT 2022
3
ANNUAL CORPORATE GOVERNANCE REPORT 2022
ELECNOR, S.A. ANNUAL CORPORATE GOVERNANCE REPORT FOR THE 2022 FINANCIAL YEAR
In compliance with the legal obligations and based on the standard form circulated by the CNMV (Spain's National Securities Market Commission), the Board of Directors of ELECNOR, S.A. (hereinafter "Elecnor" or "the Company") has prepared this Annual Corporate Governance Report (hereinafter "the REPORT") for the financial year ended 31 December 2022.
The REPORT was approved by the Company's Board of Directors at its meeting held on 22 February 2023 and shall immediately be notified and sent to the CNMV by electronic means for its dissemination.
The REPORT shall also be made available to the shareholders upon publication of the announcement of the call to meet at the Annual General Shareholders' Meeting to decide on the approval of the Annual Financial Statements for the financial year ended 31 December 2022.
3
- OWNERSHIP STRUCTURE
A.1 Complete the following table on share capital and the attributed voting rights, including those corresponding to shares with a loyalty vote as of the closing date of the year, where appropriate:
Indicate whether company's articles of association contain the provision of double loyalty voting:
Yes | No x |
Date of approval at the general meeting dd/mm/yyyy
Minimum period of uninterrupted ownership required under the articles of association
Indicate whether the company has awarded votes for loyalty:
Yes | No | x | |||
Date of last | Share capital (€) | Number | Number of | Number of additional | Total number of voting |
change of | of shares | voting rights (not | attributed voting rights | rights, including additional | |
share capital | including additional | corresponding to shares | loyalty-attributed votes | ||
loyalty-attributed votes) | with a loyalty vote | ||||
20/05/2009 | 8,700,000 | 87,000,000 | 87,000,000 |
Number of shares entered on the special register pending completion of the loyalty
Not applicable.
Indicate whether there are different classes of shares with different associated rights:
Yes | No x | |||
Class | Number | Par value | Number of | Rights and |
of shares | voting rights | obligations conferred | ||
A.2 List the company's significant direct and indirect shareholders at year end, including directors with a significant shareholding:
Name or | % of voting rights | % of voting rights through | % of total | From the total number of voting rights | |||||
company name | attributed to the shares | financial instruments | voting rights | attributed to the shares, indicate, where | |||||
of shareholder | (including votes for loyalty) | de voto | appropriate, the additional votes attributed | ||||||
corresponding to the shares with a loyalty vote | |||||||||
Direct | Indirect | Direct | Indirect | Direct | Indirect | ||||
CANTILES XXI, S.L. | 52,759% | 52,759% | |||||||
FRANCISCO | 3,013% | 3,013% | |||||||
GARCÍA PARAMÉS |
ANNUAL CORPORATE GOVERNANCE REPORT 2022
Breakdown of the indirect holding:
Name or | Name or company name | % of voting | % of voting | % of total | From the total number of voting |
company name | of the direct owner | rights attached | rights through | total voting | rights attributed to the shares, |
of the indirect | to shares | financial | rights | indicate, where appropriate, | |
owner | (including votes | instruments | the additional votes attributed | ||
for loyalty) | corresponding to the shares | ||||
with a loyalty vote | |||||
FRANCISCO | COBAS SELECCIÓN, F.I.; COBAS IBERIA, F.I.; | 3,013% | 3,013% | ||
GARCÍA | COBAS RENTA, F.I.; COBAS SELECCIÓN, F.I.; | ||||
PARAMÉS | Cobas Lux SICAV: Cobas Selection Fund; | ||||
Cobas Lux SICAV: Cobas Large Cap Fund; | |||||
Cobas Mixto Global, F.P.; Cobas Global, F.P.; | |||||
AZ Multi Asset. Subfund: AZ Multi | |||||
Asset - Bestvalue; COBAS CONCENTRADOS, | |||||
F.I.L.; ALTERNATIVE FUND SICAV-SIF-COBAS | |||||
CONCENTRATED VALUE FUND; COBAS | |||||
VALUE, SICAV, S.A. | |||||
Indicate the most significant changes in the shareholder structure during the year:
On 3 June 2022, SANTANDER ASSET MANAGEMENT, S.A., SGIIC reported the loss of its status as a significant shareholder in Elecnor, S.A. to the CNMV as a result of having transferred a portion of its voting rights in the company, leaving it with an indirect holding of 2.790% in its share capital.
On the other hand, on 7 June 2022, Francisco García Paramés informed the CNMV that he had become a significant shareholder in Elecnor, S.A. after indirectly reaching over 3% of the voting rights attributed to the shares, the details of which are given in the tables above.
A.3 Give details of the participation at the close of the fiscal year of the members of the board of directors who are holders of voting rights attributed to shares of the company or through financial instruments, whatever the percentage, excluding the directors who have been identified in section A.2 above:
Name or company name | % of voting rights | % of voting rights | % of total | From the total number of voting rights | |||||
of director | attributed to the | through financial | voting rights | attributed to the shares, indicate, where | |||||
shares (including | instruments | appropriate, the % of the additional | |||||||
loyalty votes) | votes attributed corresponding to the | ||||||||
shares with a loyalty vote | |||||||||
Direct | Indirect | Direct | Indirect | Direct | Indirect | ||||
MR JAIME REAL DE ASÚA ARTECHE | 0.036% | 0.036% | |||||||
MR IGNACIO PRADO REY-BALTAR | 0.464% | 0.464% | |||||||
MR MIGUEL CERVERA EARLE | 0.164% | 0.004% | 0.169% | ||||||
MS ISABEL DUTILH CARVAJAL | 0.010% | 0.010% | |||||||
MR JOAQUÍN GÓMEZ DE OLEA MENDARO | 0.001% | 0.115% | 0.116% | ||||||
MR CRISTÓBAL GONZÁLEZ DE AGUILAR | 0.135% | 0.135% | |||||||
ALONSO-URQUIJO | |||||||||
MS IRENE HERNÁNDEZ ÁLVAREZ | 0.007% | 0.007% | |||||||
MR JUAN LANDECHO SARABIA | 0.003% | 0.082% | 0.085% | ||||||
MR SANTIAGO LEÓN DOMECQ | 0.414% | 0.414% | |||||||
MR RAFAEL MARTÍN DE BUSTAMANTE VEGA | 0.025% | 0.025% | |||||||
MR MIGUEL MORENÉS GILES | 1.011% | 1.011% | |||||||
MR RAFAEL PRADO ARANGUREN | 0.148% | 0.148% | |||||||
MR EMILIO YBARRA AZNAR | 0.011% | 0.011% | |||||||
Total percentage of voting rights held by the Board of Directors | 2.631% |
4
Breakdown of the indirect holding:
Name or company name | Name or company name | % of voting | % of voting | % of total | From the total number |
of director | of the direct owner | rights attributed | rights through | voting rights | of voting rights attributed |
to shares | financial | to the shares, indicate, | |||
(including | instruments | where appropriate, | |||
loyalty votes) | the % of additional votes | ||||
attributed corresponding | |||||
to the shares with a | |||||
loyalty vote | |||||
MR MIGUEL CERVERA EARLE | MARIA DEL MAR | 0.004% | 0.004% | ||
MANCA DIAZ | |||||
MR JOAQUÍN GÓMEZ DE | BARANGO, S.L. | 0.115% | 0.115% | ||
OLEA MENDARO | |||||
MR JUAN LANDECHO SARABIA | SOFIA CANOSA CASTILLO | 0.082% | 0.082% | ||
MR MIGUEL MORENÉS GILES | KEROW INVERSIONES, S.L. | 1.011% | 1.011% |
List the total percentage of voting rights represented on the board:
Total percentage of voting rights held by the Board of Directors | 55.379% |
Observations
Cantiles XXI, S.L. holds 52.759% of Elecnor, S.A. directly and nine propietary directors represent it on the board, even though it does not have director status directly
A.4 If applicable, indicate any family, commercial, contractual or corporate relationships that exist among significant shareholders to the extent that they are known to the company, unless they are insignificant or arise in the ordinary course of business, with the exception of those reported in section A.6:
Not applicable.
A.5 If applicable, indicate any commercial, contractual or corporate relationships that exist between significant shareholders and the company and/or its group, unless they are insignificant or arise in the ordinary course of business:
Not applicable.
A.6 Unless insignificant for both parties, describe the relationships that exist between significant shareholders or shareholders represented on the Board and directors or their representatives in the case of directors that are legal persons.
Explain, if applicable, how the significant shareholders are represented. Specifically, indicate those directors appointed to represent significant shareholders, those whose appointment was proposed by significant shareholders, or who are linked to significant shareholders and/or companies in their group, specifying the nature of such relationships or ties. In particular, mention the existence, identity and post of any directors of the listed company, or their representatives, who are in turn members or representatives of members of the Board of Directors of companies that hold significant shareholdings in the listed company or in group companies of these significant shareholders:
ANNUAL CORPORATE GOVERNANCE REPORT 2022
Name or company name of related | Name or company name | Company name of the | Description of |
director or representative | of related significant | group company of the | relationship/post |
shareholder | significant shareholder | ||
MR JAIME REAL DE ASÚA ARTECHE | CANTILES XXI, S.L. | DEPUTY CHAIRMAN | |
MR IGNACIO PRADO REY BALTAR | CANTILES XXI, S.L. | ||
MR JOAQUÍN GÓMEZ DE OLEA Y MENDARO | CANTILES XXI, S.L. | CHAIRMAN | |
MR MIGUEL CERVERA EARLE | CANTILES XXI, S.L. | ||
MR CRISTÓBAL GONZÁLEZ DE AGUILAR ALONSO-URQUIJO | CANTILES XXI, S.L. | ALTERNATE DIRECTOR | |
MR JUAN LANDECHO SARABIA | CANTILES XXI, S.L. | BOARD MEMBER | |
MR SANTIAGO LEÓN DOMECQ | CANTILES XXI, S.L. | ||
MR MIGUEL MORENÉS GILES | CANTILES XXI, S.L. | BOARD MEMBER | |
MR RAFAEL PRADO ARANGUREN | CANTILES XXI, S.L. |
A.7 Indicate whether the company has been notified of any shareholders' agreements that may affect it, in accordance with the provisions of Articles 530 and 531 of the Spanish Companies Act. If so, describe them briefly and list the shareholders bound by the agreement:
Yes | No x |
Indicate whether the company is aware of any concerted actions among its shareholders. If so, please provide a brief description:
Yes | No x | ||
Parties to the | % of share capital | Brief description of the | Expiry date of the concerted |
concerted action | concerned | concerted action | action, if any |
If any of the aforementioned agreements or the concerted actions have been amended or terminated during the year, indicate this expressly:
Not applicable.
A.8 Indicate whether any individual or company exercises or may exercise control over the company in accordance with Article 5 of the Securities Market Act. If so, identify them:
Yes x | No |
Name or company name
CANTILES XXI, S.L.
Observations
In accordance with the provisions of Article 42 of the Commercial Code
5
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Elecnor SA published this content on 27 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 May 2023 16:43:01 UTC.