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Grupo Azkoyen | 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 ByBoard OfficeStatus
Berkinvest Capital, S.L.Mr. Juan Miguel Sucunza NicasioChairmanProprietary
Mr. Arturo Leyte Coello.MemberProprietary
Mr. Marco AdrianiMemberIndependent
Mr. Pablo Cervera GarnicaMemberIndependent
Mr. Juan José Suárez AlechaMemberProprietary
Mr. Diego Fontán ZubizarretaMemberProprietary
Ms. Núria Vilanova GiraltMemberIndependent
Mr. Pablo Sagnier MaristanyMemberIndependent
Mr. Víctor Ruiz LafitaMember
Mr. Aurelio Orrillo LaraNon-Member Secretary
Mr. Darío Vicario RamirezMember

Board Committees

Audit Committee

NameRepresented ByBoard OfficeStatus
Mr. Darío Vicario RamírezChairmanIndependent
Mr. Pablo CerveraSecretaryIndependent
Mr. Juan José Suárez AlechaMemberProprietary

Appointments and Salary Committee

NameRepresented ByBoard OfficeStatus
Mr. Pablo Sagnier MaristanyChairmanIndependent
Mr. Arturo Leyte CoelloSecretaryProprietary
Ms. Núria Vilanova GiraltMemberIndependent

Strategy Committee

NameRepresented ByBoard OfficeStatus
Berkinvest Capital, S.L.Mr. Juan Miguel Sucunza NicasioChairmanProprietary
Mr. Juan José Suarez AlechaSecretaryProprietary
Mr. Arturo Leyte CoelloMemberProprietary
Mr. Pablo Cervera GarnicaMemberIndependent

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.

X

D. Diego Fontán Zubizarreta

Degree in Economics and Business from the University of Navarra and Executive MBA from IESE.
He began his professional career in Credigés, S.G.I.I.C. in 1997 as product manager assitant and then joined Banesto in 1999 where he was responsible for the equity portfolio area. Within the same entity, he became area director for issues and securitisations in the financial management department until 2006, year in which he joined Eurofinsa Group as Group Director of Diversification taking responsibility for the area of Logistics of Industrial Cold, Real Estate and other subsidiaries.
Since 2014 he develops his professional career as Managing Director in Crisgadini, combining its work managing the company with more than two hundred million euros of assets, with several boards. That same year he joined the Board of Pescanova, S.A. where he is a member of the Audit Committee and the Appointments and Remuneration Committee. He is also a member of the Board of other companies including Friologic Group (CEO) and Marina Port Forum.

Dña. 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 Autònoma 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 Empesarios 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.

D. 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.

D. Aurelio Orrillo Lara

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

Mr. Arturo Leyte Coello.

He has a degree in Psychology and Philosophy from the Central University of Barcelona. He has a PhD in Philosophy. He is a researcher who was granted a scholarship by the Bavarian government. He continued his studies in Philosophy and Methodology of Science at the University of Munich (1986-1988) and at the Ruhr University Bochum (1989).
He is a Professor at the University of Vigo, where he teaches Logic, Philosophy and Human and Social Sciences. He was President of the General Library Commission of his university and Head of the Department of Sociology, Political Science and Philosophy.
He has been a guest professor and lecturer at several European and American universities. His works include different scientific papers, publications and specialised articles. He is the lead investigator in several projects of the DGCYT of the Ministry of Education and Science. He is member of several international scientific societies. Moreover, he has been Director of Azkoyen S. A. since 2005. He is President of the publishing company “La Oficina de Arte y Ediciones.”

Mr. Marco Adriani

He has a degree in Political Science from the University of Padua. He started his professional career in 1989 in the family business Coges S.p.A., the European leader in cashless payment systems in the vending sector. In 1995, he took over the management of the Research and Development Department responsible for new products. From 2003 to 2010, he was Managing Director of the company, which was acquired entirely by the Azkoyen Group in 2005. He has been Director of the Azkoyen Group since 2010. Currently, he is working in the tourist industry as a manager of a rural house in the northern Italian region.

Mr. Pablo Cervera Garnica

He studied Business Administration at CUNEF, where he graduated in 1987 and he also obtained an MBA (Master of Business Administration) from IESE (1988-1990). He started his professional career in the Mergers and Acquisitions Department of AB Asesores, where he worked from 1990 to 1997, until he joined PwC in 1997, where he was appointed partner in 1999.
He retired from PwC in 2000 and founded Atlas Capital, a financial group operating in the Financial Advice, Wealth Planning and Venture Capital areas, where he held the position of Managing Director until 2010, after having sold the Financial Advice and Wealth Planning businesses in 2007/2008. Since then, he has been Managing Director of Atlas Capital Prívate Equity, and has served as Director of Azkoyen, Marítima del Estrecho, ADEA, Serviocio Group, among others.

Mr. Juan José Suárez Alecha

He has a degree in Economics and Business Administration from the University of País Vasco. He is a member of the Registro Oficial de Auditores de Cuentas (ROAC) and member of the Instituto de Censores Jurados de Cuentas.

He worked at Ernst&Young for 11 years, where he was Office Director of EY in Pamplona. Currently, he works as Corporate Finance Officer of Berkelium Group, where he joined in 2005. Prior to that, he was Director of Berkelium Group subsidiaries Nucap Europe (Joint-Venture of Berkelium with Nucap Inc between 2006 and 2010) and Icer Rail (Joint-Venture of Berkelium with Knorr-Bremse between 2010 and 2016).

He completed his training with a PDG from IESE in 2012. He has been a member of the Board of Directors of Azkoyen since 2011 and is also a member of its Audit Committee.

Mr. Juan Miguel Sucunza Nicasio

Industrial Engineer by Tecnun – University of Navarra.

He began his professional career in Materiales de Fricción SAE in 1985, becoming General Manager of Icer Brakes SA in 1990. Since 2000 he is CEO of Berkelium Group. He is Chairman of Azkoyen Group since 2010 and President of the Supervisory Board of Primion Technology AG since 2011. Currently, he is President of the European Employers’ Association FEMFM, Senior Advisor of Icer Rail – Knorr Bremse AG where he served as President until it was sold in 2016. He was Board Member of SODENA from 2012 to 2015. He was President of Adi Metalparts from 2000 to 2006 and Vice-President and CEO of Nucap Europe between 2006 and 2010.

Currently, he is Member of the Advisory Board of Caixabank in Navarra and of the Standing Committee of Caixabank. He is also Vice-President of CEAPI (Business Council Alliance for Ibero-America) and member of the territorial Board of IESE.

With clear international orientation since the beginning of his professional career, he has developed his skills and has been qualified in Insead, Harvard Business School, IESE, CB of Canada, Deusto BS, etc.

VÍCTOR RUIZ LAFITA

Industrial Engineer from Comillas Pontifical University (ICAI) in 2006, and MBA from London Business School in 2018. He has done university exchanges in France and at Columbia University in New York.

He started his professional career in Endesa, in Management Control in the Corporate Clients department. He then joined Knorr-Bremse, a global leader in rail systems, where he worked as Project Manager for high-speed trains, initially in Suzhou (China) and later in Munich.

He is the founder of VITA, an innovative beverage brand, with commercial agreements in 3 countries. In 2018 he launched an equity crowdfunding campaign, obtaining more than 500 investors and 200% overfunding. He currently lives in the United Kingdom, the country where he is launching the brand.

DARÍO VICARIO RAMÍREZ

Industrial Engineer from the Polytechnic University of Madrid, he has completed the Executive MBA and PADE at IESE. In addition, he has completed several management improvement courses in international business schools.

He began his career in the automotive sector working for companies such as Bridgestone, where he held sales and marketing management positions, and Dunlop as General Manager for Spain. Later he was General Manager of Goodyear in the Nordic countries and CEO for Iberia.

In 2011 he changed to the security industry serving as Managing Director for Gunnebo in Southern Europe.

Since 2017 he is CEO of Thyssentrupp Elevator for Spain, Portugal and Morocco.

He is a member of the board of directors of the German Hispanic Chamber of Commerce (AHK), Vice President of FEEDA (Spanish Federation of Lifts), member of the Confidence Circle of the New Economy Forum and a member of YPO Gold.