Shareholders and Investors > Corporate governance > The Structure of the Corporate Governance

The Structure of the Corporate Governance

Board of Directors

The structure of the Board of Directors is as follows:

  Name or Corporate Identity
of the Board Member
Represented By Board Office Status
 
Berkinvest Capital, S.L. Mr. Juan Miguel Sucunza Nicasio Chairman Proprietary
JUAN MIGUEL
SUCUNZA NICASIO

An Industrial Engineer from "Tecnun – Universidad de Navarra".

He began his professional career in "Materiales de Fricción SAE" in 1985, promoted to Managing Director of "Icer Brakes SA2 in 1990. Since 2000 he has been the CEO of "Berkelium Group", the Chairman of "Icer Rail SL" (JV with "Knorr Bremse AG"), Chairman of "Azkoyen Group" and Chairman of the "Primion Technology AG" Supervisory Board, Board Member of "Sodena", Chairman of the European Employers´ organization "FEMFM", Advisory Board Member of La Caixa in Navarra, Member of the Permanent Committee of "Moderna", Chairman of the Group "Sernauto", Member of the "IESE" Regional Board, etc.

Since the beginning of his career he has had a clear international orientation, having undergone his training at "PDG – IESE", "Harvard Business School", "CB of Canada" (Toronto), "Deusto BS", etc.

 
Mr. Arturo Leyte Coello.   Member Proprietary
ARTURO LEYTE COELLO

Having graduated in Psychology and Philosophy from the "Universidad Central de Barcelona", he is a Doctor in Philosophy. Research Fellow granted by the Bavarian Government, he broadened his studies on philosophy and methodology of science at the University of Munich (1986-1988) and at the University of Ruhr (1989). Professor at the University of Vigo, where he taught Logic, Philosophy and Human and Social Sciences. He was Chairman of the General Commission of Libraries at his university and the Director of the Department of Sociology, Politics Science and Philosophy.

He was a visiting Lecturer and Speaker at several European and American Universities, and the author of scientific monographs, papers and specialized articles and main researcher of several projects at the "DGCYT" of the "Ministerio de Educación y Ciencia".

Member of several international scientific societies.
He is a Board Member in "Azkoyen" since 2005 and Chairman of the publishing company "La Oficina de Arte y Ediciones".

 
Ms. Margarita Ruyra de Andrade   Member Proprietary
MARGARITA
RUYRA DE ANDRADE

She has a Doctorate in Economics and Business Science and is a Legal Adviser to companies, from the "Universidad Pontificia de Comillas" (ICADE). She has a Master in Museology from the "UCM". She is the founder and director of the Spanish Association of Muselogists and of the Muselogists Magazine. Founder and partner of "CLI Consultores" and "Clidea Investigación y Desarrollo" as a consultant in marketing, communication, RSC and fundraising. She was the founder of the "Zuloaga Foundation" and was in charge of its implementation and diffusion.

She has worked in Marketing, Advertising and Fundraising Director for the National Institute for Performance Art and Music ("INAEM"), Ministry of Culture, being in charge of the first Marketing and Development Plan for the Spanish public administration. At present she is the Director of the "Disfruta España" consortium, Director of the "Zuloaga Foundation" and the Marketing and Communication Manager of the platform "España Fascinante". She also works as a fundraising consultant for several cultural organizations. Since June 2015 she has been a Board Member of the "Azkoyen Group".

 
Mr. Marco Adriani   Member Independent
MARCO ADRIANI

He is a Graduate in Political Sciences from the University of Padua.
He started his professional career in 1989 at the family company "Coges S.p.A", European leader of cashless payment systems in the vending sector.

In 1995 he assumed the Management of new products in the R&D Department.

From 2003 to 2010 he was the General Manager of this company, which was 100% acquired by the "Azkoyen Group" in 2005 and since 2010, he has been a Board Member of "Azkoyen Group".

At present he works in the tourist industry as the manager of a rural house in the North of Italy.

 
Mr. Pablo Cervera Garnica   Member Independent
PABLO CERVERA GARNICA

He finished his Business Studies in "CUNEF" in 1987, completing his training with a MBA from "IESE" (1988-1990). He started his professional career at the Mergers and Acquisitions Department of "AB Asesores" where he worked from 1990 to 1997, joining "PwC" in 1997 where he was appointed as a partner in 1999.

He left "PwC" in 2000 to found "Atlas Capital", a financial group with activities in the areas of Financial Advice, Patrimony Advice and Risk Capital, where he was the CEO until 2010, after the sale of the Financial and Patrimony advice activities in the year 2007/2008. From that moment up to date he has been the CEO of "Atlas Capital Private Equity", having the positions of Board Member of "Azkoyen", "Marítima del Estrecho", "ADEA", "Serviocio Group", among others.

 
Mr. Juan José Suárez Alecha   Member Proprietary
JUAN JOSÉ SUÁREZ ALECHA

He holds a Degree in Economics and Business Science. He is a Member of the "Registro Oficial de Auditores de Cuentas" (ROAC) and a Member of the "Instituto de Censores Jurados de Cuentas".

He exercised his professional career in "Ernst&Young" for 11 years, being the Director of the "EY" delegation in Pamplona. At present he works as the Corporate Financial Director of "Berkelium Group" where he joined in 2005, being a Board Member of its subsidiary company "Icer Rail". Previously he had been a Board Member of "Nucap Europe" and "Teknorail System", both also being subsidiary companies of the "Berkelium Group".

He completed his training with a PDG from IESE in 2012. He has been a member of the "Azkoyen" Board of Directors since 2011 and is a Member of the Auditory Commission.

 
Mr. Diego Fontán Zubizarreta   Member Proprietary
DIEGO FONTÁN ZUBIZARRETA

Degree in Economics and Business from the University of Navarra and Executive MBA from IESE, where he is a member of its Alumni Association Governing Board and Promotion President.

Since 2014 he has held the position of Managing Director in Crisgadini, a company with investments in the industrial and real estate sectors.

He began his professional career in Credigés, S.G.I.I.C. in 1997 and then joined Banesto in 1999 where he was responsible for the equity portfolio management area and for issuance and securitisations in the financial management area. In 2006 he joined Eurofinsa Group as Group Diversification Director, taking responsibility for the Industrial Cold Logistics area, Real Estate and other subsidiaries.

In the period between 2014 and 2017, he was dominical director in Pescanova, S.A. and member of its Audit Committee as well as of its Appointments and Remuneration Committee.

 
Ms. Núria Vilanova Giralt   Member Independent
NÚRIA VILANOVA GIRALT

Founder and president of ATREVIA, leading global consulting Communication company in Spain, with more than 28 years of experience and presence in 13 countries. She graduated in Journalism from the Universitat Autónoma de Barcelona, and conducted a PADE Program (Senior Management Program) at IESE.

Chairman of Capítulo Ibérico del Consejo Empresarial de América Latina (CEAL), she is a member of the Managing Board of Círculo de Empresarios and a member of the Managing Board of WPO Euro-Latam. She leads different research platforms, being founder and co-president of Foro del Buen Gobierno y Accionariado and founder of Observatorio de Comunicación Interna e Identidad Corporativa as well as co-authoress of Empresa Familiar, Comunicación y valores platform.

She is also a member of the board of Fundación FIES, Fundación Pelayo, Fundación Ship2B and Fundación FOAL.

Her professional profile is characterized by her commitment to knowledge development, CSR and business platforms. Speaker at various industry forums, she has received prestigious awards and honors, including the Cruz de Oficial de la Orden de Isabel La Católica, the Golden Master from the Fórum de Alta Dirección, the IWEC Award (International Women´s Entrepreneurial Challenge),the Women Entrepreneurs Award from FIDEM and the Women Entrepreneurs Award from FEDEPE, among others.

 
Mr. Pablo Sagnier Maristany   Member Independent
PABLO SAGNIER MARISTANY

Industrial Engineer from UPC (1986) and MBA, IESE Business School, University of Navarra (1990).

He is a partner in Egon Zehnder in Spain, a firm which he joined in 1999. Egon Zehnder is a global consulting firm specialized in leadership, whose main services are oriented towards advicing to Boards of Directors, CEOs and managing teams succession plans, "executive search" and evaluation and development of management structures.

He began his professional career in 1988 as a consultant at Arthur Andersen in the IT area. In 1990 he joined McKinsey & Co. where, for six years, he participated and led strategic consulting projects in various sectors in Spain, USA, Argentina and Portugal. In 1996 he assumed the position of Director of Operations and later CFO at Winterthur Group, insurance company owned at the time by Credit Suisse.

 
Mr. Aurelio Orrillo Lara   Non-Member Secretary  
AURELIO ORRILLO LARA

He holds a Law Degree and a Master's Degree in Business Law, both at Universidad de Navarra.

Developing his professional career in J&A Garrigues, he is partner responsible for the office of Pamplona, specialized in Commercial Law.

He is also Associate Professor of Commercial Law at Universidad Pública de Navarra and coordinates and teaches in this university Corporate Law in the Master's degree on accessing the legal profession.

He has been included several times in the American publication Best Lawyers in the group of the best Spanish lawyers in Commercial Law and mergers and acquisitions.

Board Committees

Audit Committee

Name Represented By Board Office Status
Mr. Pablo Cervera Garnica   Chairman Independent
Mr. Juan José Suárez Alecha   Secretary Proprietary
Mr. Marco Adriani   Member Independent

Appointments and Salary Committee

Name Represented By Board Office Status
Mr. Pablo Sagnier Maristany   Chairman Independent
Mr. Arturo Leyte Coello   Secretary Proprietary
Ms. Núria Vilanova Giralt   Member Independent

Strategy Commitee

Name Represented By Board Office Status
Berkinvest Capital, S.L. Mr. Juan Miguel Sucunza Nicasio Chairman Proprietary
Mr. Juan José Suarez Alecha   Secretary Proprietary
Mr. Arturo Leyte Coello   Member Proprietary
Mr. Pablo Cervera Garnica   Member Independent

The Board Commissions are not regulated, however, their functions and the manner in which they function are controlled by the Board Regulations of Azkoyen S.A.

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