Corporate Governance

Members of the Board of Directors

Mr. Javier Garcia-Carranza Benjumea Chairman - Shareholder Related

Mr. Javier Garcia-Carranza Benjumea Chairman - Shareholder Related

Mr. Javier Garcia-Carranza Benjumea, President – Independent Director on behalf of Banco Santander

Mr Javier Garcia-Carranza Benjumea is currently the Group Senior Executive Vice-President of Banco Santander as the Global Head of its restructuring, industrial investments, special situations, portfolio sales and new businesses division. Before joining Banco Santander in February 2016, he worked at Morgan Stanley for 17 years in principal – 19 – investments, Investment Banking and Real Estate Advisory division, where he was the head of this business in Europe, North Africa and the Middle East (EMEA), based in London, as Co-Head of the Real Estate investment banking business. He has led Mergers and Acquisitions (M&A) in excess of USD 125 billion and equity and debt financing transactions in excess of USD 100 billion.

Mr. García-Carranza is also Chairman of MERLIN Properties member of Metrovacesa S.A. (Board Member), Landcompany 2020, S.L. (Board Member), Santander España (Board Member), Santander México (Board Member), Santander Consumer Finance (Board Member), member of the Global Executive Risk Commission of Banco Santander, S.A.

Mr. García-Carranza has a degree in business administration from Universidad Carlos III in Madrid.

Appointment date: 15 September 2016
Reelection date: 10 April 2019 and 27 April 2021

Mr. Ismael Clemente Vice Chairman

Mr. Ismael Clemente Vice Chairman

Mr. Ismael Clemente, Vice Chairman and Chief Executive Officer (CEO)

Mr. Clemente has over 20 years’ experience as a real estate professional. He is currently CEO of MERLIN Properties, SOCIMI of which he is a founding partner. Previously he worked Arthur Andersen Legal and Tax Advisors (currently Garrigues), Bankers Trust and the Deutsche Bank Group, as Managing Director, having participated in transactions with a total volume of approximately EUR 5,000 million in all types of real estate assets. These included the sale and leaseback of the Tree portfolio, the largest real estate transaction in Europe in 2009. Since MERLIN’s IPO, he has led two of the largest transactions in the sector in Spain, the acquisition of Testa and the integration agreement with Metrovacesa, two transactions that have led MERLIN Properties to become a leading real estate company in Spain.

Mr. Clemente holds superior degrees in Law and in Economics & Business Administration, with a specialisation in Finance, from ICADE (E-3), is a lecturer of the MRE programme at IE Business School and a member of the Spanish Council of the Urban Land Institute (ULI).

Appointment date: 27 May 2014
Date of subsequent re-elections: 6 April 2016, 7 May 2018, 17 June 2020 and 4 May 2022.

Mr. Miguel Ollero Executive Director

Mr. Miguel Ollero Executive Director

Mr. Miguel Ollero, Corporate Managing Director / COO

Miguel Ollero has experience as a real estate professional since 2005. He is currently Corporate General Manager and COO of MERLIN Properties, SOCIMI of which he is a founding partner.

He previously worked at Arthur Andersen, FCC Construcción, Deutsche Bank M&A and RREEF, as Managing Director. At RREEF, he participated in transactions with an aggregate value of approximately EUR 4,000 million, ranging from core to opportunity investments, and in the subsequent management of the assets acquired.

He also played a key role in the structuring and creation of five investment vehicles for the Iberian Peninsula and Morocco, in cooperation with Deutsche Bank’s Private Wealth Management division

Mr. Mr. Ollero holds superior degrees in Law and in Economics & Business Administration, with a specialisation in Finance, from ICADE (E-3).

Appointment date: 21 June 2014
Date of subsequent re-elections: 6 April 2016, 7 May 2018, 17 June 2020 and 4 May 2022

Mr. Donald Johnston Independent Director

Mr. Donald Johnston Independent Director

Mr. Donald Johnston, Independent Director

Mr. Donald Johnston was Chief Executive Officer of the European M&A Group at Deutsche Bank from 1999 to 2005. Chair of this same group from 2005 to 2010. Member of the European Management Commission and the Operations Commission of Deutsche Bank’s Corporate Finance division. He was a Board member at Bankers Trust International and a member of the Management Commission. He joined Bankers Trust as the head of European M&A in 1992 and became co-head of the Investment Banking in Europe, while continuing to manage BT Wolfensohn. He worked at Salomon Brothers for 11 years where he was head of the investment banking division for Spain, Austria, Italy and Portugal

Board member of Acerinox and Chair of its Audit and Control Commission; and Board member of Banco Sabadell, Chair of the Risk Commission and member of the Remuneration Commission.

Mr. Johnston holds a B.A. degree in Political Science and Spanish from the Middlebury College and a M.A. degree in International Economics and Latin American Studies from The Johns Hopkins University School in Advanced International Studies.

Appointment date: 11 June 2014
Date of subsequent re-elections: 6 April 2016, 7 May 2018, 17 June 2020 and 4 May 2022

Chairman of the Audit and Control Commission and Vocal of the Nomination and Compensation Commission

Ms. María Luisa Jordá Independent Director

Ms. María Luisa Jordá Independent Director

Ms. María Luisa Jordá, Independent Director

Ms. María Luisa Jordá has held various executive positions over her 30-year professional career, serving on various management, investment and audit commissions. She was the Chief Financial Officer at the Deoleo Group until February 2015, Director of Internal Audit at SOS Corporación Alimentaria (now Deoleo, S.A.), Director of Internal Audit and Corporate Governance at Metrovacesa, Director of Finance and Investments at Corporación Empresarial ONCE, Chief Financial Officer at Grupo Alimentos y Aceites S.A., and Chief – 25 – Financial Officer at Testa (formerly Prima Inmobiliaria) and Grupo Ayco (formerly Inmobiliaria Alcázar).

She was a Board member of Jazztel from November 2009 to March 2016 and a member of the Audit Commission. She was Chair of the Audit Commission of Jazztel from October 2011 to July 2015. She was a Board member and member of the Audit and Control Commission of Tubos Reunidos, S.A. from May and June 2015, respectively, until September 2016. She was a member of the Governing Board and a member of the Audit Commission of the Institute of Directors and Administrators (ICA) from June 2013 to December 2016. She was a Board member of Banco Europeo de Finanzas (a subsidiary 100% owned by Unicaja), and Chair of the Audit and Risk Commission from May 2018 to March 2019.Member of the Board of Directors of Jazztel.

Ms. María Luisa Jordá holds superior degree in Business Studies, Master in Business Administration from the IE Business School and from Centro Estudios Financieros (1985- 1987), and Master in Digital Business from The Valley Business School (2016-2017). Business Angel Course at Deusto Business School Madrid (2018). Member of the Official Auditors’ Register (ROAC) and Member of the Institute of Directors and Administrators (ICA).

Board member of Orange España, S.A. since March 2016 and member of the Audit Commission. Independent director of the Bimbo Group in Mexico (listed company) and member of the Audit and Corporate Practices Commission since April 2016. Board member of Bankinter, and member of the Risk Commission and Chair of the Audit Commission since March 2020. Member of the Technical Advisory Commission of the Institute of Internal Auditors of Spain since September 2017 and Chair of the Commission since September 2019.

Appointment date: 10 June 2014
Date of subsequent re-elections: 6 April 2016, 7 May 2018, 17 June 2020 and 4 May 2022

Chairman of the Nomination and Compensation Commission and Vocal of the Audit and Control Commission

Ms. Ana García Fau Independent Director

Ms. Ana García Fau Independent Director

Mrs. Ana García Fau, Independent Director

Ms. Ana García Fau has worked over the last 20 years at McKinsey & Company, Goldman Sachs, Wolff Olins, Telefónica Group and Hibü (formerly Yell Group). Throughout her professional career in Telefónica Group, she held several positions at TPI-Páginas Amarillas, such as CFO and Managing Director of Corporate Development. At the same time, she was member of the Board of Directors of Publiguías-Chile, TPI Peru, TPI Internacional, Telinver-Argentina and Adquira, among others. In Yell-hibu, she served as CEO for Spain and Latin America for 7 years, as a member of its International Executive Committee and as International Chief Strategy and Business Development Officer, with responsabilities in digital business transformation.

In listed companies, she is currently Member of the Audit and Control Commission Independent director of Gestamp Automoción, S.A., a listed Spanish company, manufacturer of automotive parts, Member of the Audit and Control Commission Independent director of Cellnex Telecom, S.A., Spanish listed company and Member of the Audit and Control Commission and the Sustainability Commission Independent director of JDE Peet’s, dutch listed company.

Moreover, in private companies, she is Proprietary director of Globalvia, S.A. representing Universities Superannuation Scheme (USS). A private company owned by pension and infrastructure funds operating in the transport infrastructure sector. Member of the Audit Commission Non-executive Chair of Finerge, S.A., a Portuguese private company owned by the First Sentier infrastructure fund, which operates in the renewable energy sector. Chair of the Appointments and Remuneration Commission – 23 – Other positions as advisor: member of the Salesforce advisory board for the EMEA region, DLA Piper, Mutualidad de la Abogacía, Fremman Capital and Pictet Wealth Management (Iberia).

Ms. Ana García Fau holds superior degrees in Law and in Economics & Business Administration from Universidad Pontificia Comillas, ICADE, (E-3, specialisation in finance) and an MBA from the Massachusetts Institute of Technology (MIT Sloan School of Management).

Appointment date: 6 June 2014
Date of subsequent re-elections: 6 April 2016, 7 May 2018, 17 June 2020 and 4 May 2022

Chairman of the Sustainability Commission and  Vocal of the Audit and Control Commission

Mr. Fernando Ortiz Independent Director

Mr. Fernando Ortiz Independent Director

Mr. Fernando Ortiz Vaamonde, Independent Director

Mr. Fernando Ortiz is the promoter and Executive Chair of ProA Capital de Inversiones S.G.E.I.C., one of the largest private equity firms in Spain with more than EUR 1,200 million under management. He was a partner at the N+1 group (Alantra) and a member of its Management Commission. He was the Investments Manager at BBVA and head of an investment vehicle specialising in investments in internet companies and new technology. Previously, he was the Corporate Finance Director at ING Barings. Fernando Ortiz began his professional career as a tax and legal advisor at Arthur Andersen Legal and Tax Advisors, now Garrigues.

Fernando Ortiz, on behalf of the ProA funds, he is or has been director of the Vips Group, Ibermática, Avizor, Eugin, Moyca and SABA and Pastas Gallo.

Mr. Fernando Ortiz holds superior degrees in Law and in Economics & Business Administration from ICADE.

Appointment date: 6 June 2014
Date of subsequent re-elections: 6 April 2016, 7 May 2018, 17 June 2020 and 4 May 2022

Vocal of the Nomination and Compensation Commission

Ms. Francisca Ortega Hernández-Agero Shareholder Related

Ms. Francisca Ortega Hernández-Agero Shareholder Related

Mrs. Francisca Ortega Hernández-Agero, Independent Director on behalf of Banco Santander

Ms. Francisca Ortega Hernández-Agero has assumed during most of her professional career different responsibilities in Banco Santander. In 1996 she joined Banco Central Hispano as Head of Corporate Banking Risks and later, as Banco Santander, she was in charge of the Acquisition Financing Area and the Structured Finance Management Monitoring and Control Area. Since 2009, she has been responsible for the Large Clients Department of Commercial Banking within the Restructuring and Corporate Holdings Area, incorporating, as of 2018, the management of Corporate Investment Banking clients in Spain and the coordination of international clients. Prior to joining Banco Santander, he worked for more than four years in Caja Naval de Crédito as Head of the Risk and Investment Department. Subsequently, in 1990 she assumed the Financial Management of PBI Gestión Agencia de Valores, a subsidiary of Bearbull International, being also responsible for the management of funds of foreign companies in Spain. She has been a member of the board of Metrovacesa, S.A., Sareb, S.A. and Deva Advisory Co.

Currently she is currently a director of PBI Gestión Agencia de Valores, of Deva Advisory and Elecnor.

Ms Francisca Ortega Hernández-Agero holds a degree in Economics and Business Administration from CUNEF and an MBA from IESE.

She is currently a director of PBI Gestión Agencia de Valores.

Appointment date: 15 September 2016
Re-election date: 10 April 2019 and 27 April 2021

Vocal of the Audit and Control Commission and of the Sustainability Commission

Ms. Pilar Cavero Mestre Independent Director

Ms. Pilar Cavero Mestre Independent Director

Ms. Pilar Cavero Mestre, Independent Director

Ms Pilar Cavero Mestre has had a long professional career as a lawyer. Between 1980 and 1986 she was a lawyer at Asociación de Cajas de Ahorros para Relaciones Laborales. From 1986 to 1990 she worked as a lawyer at the international law firm Fabregat y Bermejo, as a specialist in labour law, senior management, compensation and benefits, and corporate restructuring. In 1990, she joined Cuatrecasas Abogados as a founding partner and Director of its labour and employment division, and co-founding partner of Cuatrecasas Madrid. From 1999 to 2008 she was a Board member of Cuatrecasas and of the firm’s various organisation and management commissions throughout her professional career. She has been Vice-President of the Cuatrecasas Foundation since 2011, involved in training, culture and other activities aimed at strengthening the firm’s reputation, representing the firm in all kinds of national and international institutions, in addition to her position as lead partner for strategic customers of the Firm and a deputy Senior Manager at Cuatrecasas Madrid. Since 2016 she has been a lifelong Honorary Partner of the Firm. She was a Board member of Testa in 2016 and of ABENGOA from 2017 to 2020 as an independent director and Chair of its Remuneration and Appointments Commission.

Lastly, Pilar Cavero Mestre has a Law degree from Universidad Complutense de Madrid. Master in Industrial Relations and Master in Legal Practice from Escuela de Práctica Jurídica. Master’s degree from IESE, specific executive development programme for partners of the firm. In 2007 she completed the leading professional service firms program at Harvard Business School. She holds a Professional Director Diploma from IC-A, and she has been a lecturer at IESE, teaching in the Directors and Director Candidates course since 2008.

Appointment date: 15 September 2016
Re-election date: 10 April 2019 and 27 April 2021

Vocal of the Nomination and Compensation Commission and of the Sustainability Commission.

Mr. Juan María Aguirre Gonzalo Independent Director

Mr. Juan María Aguirre Gonzalo Independent Director

Mr. Juan María Aguirre Gonzalo, Independent Director

Juan María Aguirre Gonzalo has a professional career that, to a large extent, has been linked to the field of finance, having held positions of responsibility in the Risk, Administration and Planning Department of Banco de Progreso, S.A. (1985/1988), and later as Chief Financial Officer of the financing and leasing entity of Mercedes-Benz (1989/1990). In 1990 he joined Torreal, S.A. as director and General Manager. During his time at Torreal, and until he left the company in 2005, he – 26 – was head of financial and real estate investments in the Torreal Group and a Board member of Torreal investees. Since 2006, he has been a shareholder and General Manager of Quantica Asesores, S.A: Financial advice to Family and Institutional Groups. He was also director of Testa Inmuebles en Renta, SOCIMI, S.A. and BBVA Elcano SCR

He is an independent director of SACYR, S.A., where he is also lead director, member of the Executive Commission and Chair of the Audit Commission.

Lastly, Mr. Juan María Aguirre Gonzalo holds a Degree in Economics and Business Administration from Universidad Pontificia de Comillas (ICADE), and Master in Financial Management from the IE Business School. Appointment date: 15 September 2016
Reelection date: 10 April 2019 and 27 April 2021

Vocal of the Audit and Control Commission and of the Nomination and Compensation Commission

 

Mr. Emilio Novela Independent Director

Mr. Emilio Novela Independent Director

Mr. Emilio Novela, Lead Independent Director

Mr. Emilio Novela has held various executive positions over his professional career of more than 40 years, serving on boards of directors, management commissions and advisory boards. He has been Deputy General Manager of Banco del Comercio, Chief Financial Officer of Repsol, General Manager of Banco Central Hispano, Chair of Banco BANIF, and Deputy Chair and Chief Executive Officer of Vallehermoso, a Spanish listed real estate company, from 1999 to 2003. He was director of Banco Urquijo, Cortefiel, Spanair, Union Fenosa, Blackrock Asset Management, Openbank and Larios, among others.

He is Lead Director of Talgo and Chair of its Audit Commission, and Chair of the ITEVELESA group.

Mr. Emilio Novela holds a PhD degree in Industrial Engineering from the Universidad Politecnica of Madrid.

Appointment date: 7 May 2018
Date of subsequent re-elections: 17 June 2020 and 4 May 2022

Vocal of the Sustainability Commission

Ms. Ana Forner Shareholder Related

Ms. Ana Forner Shareholder Related

Ms. Ana Forner Beltrán, Independent Director on behalf of Nortia Capital Investment Holding

Ms María Ana Forner Beltrán has held several executive positions in her more than 30 years of experience in the financial sector. She has experience in advising on financial matters, investments and capital markets. She began her professional career in 1989 at Bankinter. In 1993, she joined Banco Central Hispano and in 1999 joined Banco Santander as a result of the merger between the two banks. She served as Deputy General Manager at Banco Degroof. She then joined UBS Private Bank as head of large accounts in Catalonia. At Barclays, she was in charge of wealth management in Catalonia. At Citibank, she advised private customers in company acquisitions and investment transactions. Throughout her career, she has held various executive positions in the Corporate Banking, Investment Banking and Wealth Management divisions, participating in financing, investment and capital market transactions. She has been a member of the management and investment committees of various entities and has been a member of the board of directors of several investment firms. Since March 2019, she has been working at Nortia Capital Investment Holding as General Manager and Secretary to the Board.

She is currently a director at Healthcare Activos, S.A. and a member of the Advisory Board of Foment de Treball.

Ms. Forner Beltrán holds a degree in Business and an MBA from ESADE. CSS Extension School Harvard Business School.

Appointment date: 17 June 2020

Reelection date: 4 May 2022

Vocal of the Audit and Control Commission

Mr. Ignacio Gil-Casares Shareholder Related

Mr. Ignacio Gil-Casares Shareholder Related

Mr. Ignacio Gil-Casares Satrústegui, Independent Director on behalf of Banco Santander

Mr Ignacio Gil-Casares Satrústegui has held various executive positions in his more than 40 years of professional career, highlighting his long career at Spencer Stuart, a leading North American firm in Executive Search, founding the firm’s operations in Spain in 1978 where he remained as President until 2017, and where he held the position of director for Continental Europe, and has been a member of the Global Board of Directors for eight years. He has worked with a variety of companies helping them identify, recruit and retain executives and directors in public and private firms, and has advised multiple boards of directors on governance, evaluation, compensation and the adoption of best practices. He was a member of the Spencer Stuart Board practice at a global level, and actively participated in the creation of the Board Index prepared annually by Spencer Stuart. He has been an investor in various start-ups in sectors such as biotechnology and consumer goods. Additionally, he has held executive positions and has belonged to boards of directors, management commissions and advisory councils. At the beginning of his career he worked in the international department of Gil y Carvajal (now AON), and later held various positions in Spanish and North American industrial groups. He has been a member of the advisory board of Abante Asesores and has chaired the Board of Trustees of the Spanish chapter of Plan Internacional.

He is currently Chair of the Advisory Board of ING Bank for Spain and Portugal, a member of the Advisory Board of Spencer Stuart in Spain, a director of Biolty Capital, and a member of the advisory board of the Exit Foundation. He is also a member of the jury for the Manuel Olivencia award for good corporate governance.

Ignacio Gil-Casares studied Business Administration at ICADE and Georgetown University

Appointment date: 17 June 2020

Re-election date: 4 May 2022

Vocal of the Nomination and Compensation Commission

Ms. Mónica Martín de Vidales Secretary (Non-Director)

Ms. Mónica Martín de Vidales Secretary (Non-Director)

Ms. Monica Martin de Vidales, Secretary

Ms. Monica Martin de Vidales Godino is a partner at Garrigues from 1997 to 2000 and from 2004 to date, and co-director of the Corporate Law Department of the firm since July 2013.She has spent most of her career at Garrigues, after having worked for Arthur Andersen Legal & Tax and a period between 2001 and 2004, where she worked as head of Legal Department and Secretary of the Board of Telefónica Media, SA.Specialized in Corporate Law, both for private and listed companies, Monica benefits from over 25 years of experience in all tasks involving corporate matters.

Mónica Martín de Vidales Godino is a member of the Madrid Bar Association, with superior degree in law and Business Administration from the Universidad Pontificia de Comillas (ICADE). She is also associated teacher at the Universidad Pontificia de Comillas (ICADE) since 2011.

 

Mr. Ildefonso Polo del Mármol Vicesecretary (Non-Director)

Mr. Ildefonso Polo del Mármol Vicesecretary (Non-Director)

Mr. Ildefonso Polo, Vice-secretary

Mr. Ildefonso Polo is a partner of Garrigues, where he has developed almost all his career, after a brief previous tenure at EY (where he worked until August 1999). He is specialized in Corporate Law, particularly in the areas of (i) mergers and acquisitions and (ii) commercial contracts. Ildefonso is included in the Best Lawyers directory in the area of Corporate and M&A.

Ildefonso Polo is a member of the Bar Association of Madrid, superior degree in Law from the Universidad Complutense and superior degree in Business Administration from the Universidad San Pablo-CEU.