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Grupo Azkoyen | Corporate governance | Corporate Governance Structure

Corporate Governance Structure

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 Shareholder First appointment as a Member of the Board of Directors
Mr. Juan José Suárez Alecha Chairman Propietary Inverlasa, S.L 24/06/2022
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Mr. Juan José Suárez Alecha

Mr. Juan José Suárez Alecha, who is the natural person representative of Berkelium, S.L., has a degree in Economics and Business Administration from the University of País Vasco and a General Director Programme from IESE.

He is member of the Registro Oficial de Auditores de Cuentas (ROAC) and he is also 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.

Mr. Juan José Suárez Alecha has been a member of the Board since 2011, first himself as a director, from 2012 to June 2022 as a natural person representative of the director Berkelium, S.L. and from then to the present time again himself as a director. Mr. Suárez is a member of the Audit Committee.

First appointment as a Member of the Board of Directors: 24/06/2022

Positions in other entities:
Mr. Suarez: Board of Directors member and financial director of Berkelium, S.L

Mr. Arturo Leyte Coello Member Propietary Dña. María del Carmen Troyas Careaga 16/02/2005
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Mr. Arturo Leyte Coello

He has a degree in Psychology and Philosophy from the Central University of Barcelona.

He has a PhD in Philosophy. Researcher granted for 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 was professor at the University of Vigo, where he teached 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 guest professor and lecturer at several European and American universities.

His works include different scientific papers, publications and specialised articles. He is the lead researcher in several projects of the DGCYT of the Ministry of Education and Science. He is member of several international scientific societies. He is President of the publishing company “La Oficina de Arte y Ediciones.”

He is member of the Board of Directors of Azkoyen S. A. since 2005 and he is also member of the Appointments and Remuneration Committee.

First appointment as a Member of the Board of Directors: 16/02/2005 Reellections: 04/06/2019, 28/06/2016, 24/06/2010, 23/06/2005 (ratification), 24/06/2022

Positions in other entities:
La Oficina de Arte y Ediciones, S.L.: chairman

Mr. Pablo Cervera Garnica Member Independent 27/02/2014
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Mr. Pablo Cervera Garnica

He holds a degree in Economics and Business from CUNEF and a MBA from IESE,

He started his professional career in the Mergers and Acquisitions Department of AB Asesores, then he joined PwC , where he was appointed partner. 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 selling the Financial Advice and Wealth Planning businesses in 2007/2008. From 2010 to 2018, he has been Managing Director of Atlas Capital Prívate Equity, which is  an entity whose main activity cosists of investing in medium-sized unlisted companies and participating in investment decisions and in the monitoring of investee companies. Currently, he holds the position of Managing Director of Cerga, S.l and Cerga Agropecuaria, S.L and he served as member of the Board of Directors of Abante Asesores, S.A., Biclos Inversiones S.L., y Cergape Siglo XXI, S.L.

He is member of the Board of Directors of Azkoyen S. A. since 2014 and he is also member of the Appointments and Remuneration Committee and Audit Committee.

First appointment as a Member of the Board of Directors: 27/02/2014 Reellections: 26/06/2020, 23/06/2017, 27/06/2014, (ratification).

Positions in other entities:
Cerga, S.L.: Managing Director
Cerga Agropecuaria, S.L.: Managing Director
Biclos Inversiones, S.L.: Joint administrator
Cergape Siglo XXI, S.L.: Sole administrator
Abante Asesores S.A.: member of the Board of Directors

Mr. Víctor Ruiz Rubio Member Propietary Inverlasa, S.L 25/09/2020
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Mr. Víctor Ruiz Rubio

He holds a Law degree from the Complutense University of Madrid.

He began his professional career in the automotive sector working as General Director in the family owned business Icer Brakes, where he is currently its Chairman. He was co-founder of Eurofinsa, a leading business group in the execution of civil projects, turnkey engineering procurement and construction (EPC) projects and concessions. The group has currently more than 5,700 employees and it is located in more than 30 countries around the world.

He was Member of the Board of Ibersuizas, among others.He is the Chairman of Berkelium Group (holding of Icer Brakes) and he is also the Chairman of Friologic (Industrial Cold Logistic Company), among others.

He is member of Azkoyen S.A Board of Directors since 2020.

First appointment as a Member of the Board of Directors: 25/09/2020 Reellections: 11/06/2021, (ratification).

Positions in other entities:
Inverlasa, S.L.: joint administrator
Europroperty, S.L.: representative of Inverlasa in its capacity as sole administrator
Berkelium, S.L.: representative of Inverlasa in his capacity as chairman and managing director
Energit Bremse, S.L.U.: sole administrator
Icer Brakes, S.A.: representative of Berkelium in its capacity as sole administrator
Icer Tools, S.L.: sole administrator
Friologic, S.A.: representative of Europroperty in his capacity as chairman and managing director
Lodones Inversiones Sicav, S.A.: chairman
Finlar Inversión Sicav, S.A.: chariman
Marina Port Forum, S.L.: Board Directors member

Mr. Diego Fontán Zubizarreta Member Propietary Dña. Carolina Masaveu Herrero 28/06/2018
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Mr. Diego Fontán Zubizarreta

He holds a degree in Economics and Business from University of Navarra and an Executive MBA from IESE and he is also member of Alumni Association Governing Board and Promotion President.

He is currently Managing Director of Crisgadini, a company which is making investments in the industrial and real estate sectors.

He started his professional career in Credigés, S.G.I.I.C. in 1997 and then he joined Banesto in 1999 where he was responsible for managing the equity portfolio and the area of issues and securitisations in the financial management department. Froom 2006 to 2013 he worked as the Group Director of Diversification in Eurofinsa Group where he tooks the responsibility for the area of Logistics of Industrial Cold, Real Estate and other subsidiaries. Between 2014 and 2017 he was a Proprietary Director of Pescanova, S.A. and member of its Audit and Appointments and Remuneration Committee.

He is memeber of Azkoyen Board of Directors, since 2016.

First appointment as a Member of the Board of Directors: 28/06/2016 Reelections: 04/06/2019, 24/06/2022

Positions in other entities:
Crisgadini, S.L.: General Manager
Muza Gestión de Activos, SGIIC, S.A.: member of Board of Directors
Alhambra Palace, S.A.: member of Board of Directors

Ms. Ana Ruiz Lafita Member Propietary Inverlasa, S.L 24/06/2022
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Ms. Ana Ruiz Lafita

Ana Ruiz Lafita, who is the natural person representative of Europroperty, holds a degree in Business Management and Administration from Comillas Pontifical University (ICADE – E2) and is member of EFA (European Financial Advisor).

Since 2016, she works in the investment team of Inverlasa, a family holding company with investments in the industrial and real estate sectors, among others. She is currently a member of the Board of Directors of Berkelium Group, Friologic, Lodones Inversiones and Finlar Inversiones.

She began her professional career in investment banking, in the mergers and acquisitions team at Houlihan Lokey and later at Alantra. From 2012 to 2016 she was specialised in financial asset management as an institutional account manager at Abante Asesores where she participated in several wealth management and family business programmes at IEB (Instituto de Estudios Bursátiles) and IE Business School.

She is member of Azkoyen S.A Board of Directors since 2019.

First appointment as a Member of the Board of Directors: 24/06/2022

Positions in other entities:
Ms. Ruiz: Board Directors’ memeber of Berkelium, S.L., Friologic, S.A., Lodones Inversiones Sicav, S.A. and Finlar Inversión Sicav, S.A.

Mr. Darío Vicario Ramirez Member Executive 26/06/2018
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Mr. Darío Vicario Ramirez

He is industrial engineer at Polytechnic University of Madrid, he has completed the Executive MBA (1997) and PADE at IESE (2015) and the Digitalization executive program DIBEX at ISDI school (2020). In addition, he has completed several management development courses in international business schools.

He began his carrer in 1992 in the automotive sector woking for companies such as Bridgestone-Firestone. He has been Dunlop Neuomáticos Managing Director. Later he worked as General Manager of Goodyear from 2000 to 2011 in the Nordic countries and CEO for Iberia. From 2012 to 2017, he served as Managing Director in the security industry for Gunnebo (STO:GUNN) in Southern Europe. In 2017 he started to work in the elevator industry serving as CEO of Thyssenkrupp, (TKAG.DE) for Spain, Portugal and Africa until the sale for the Elevator division to Adven-Cinven in October 2020. During the first semester of 2021, he was CEO of Parkia, a leading off-street parking company owned by First Sentier Investors.

He has been member of the Board of directors of the German Hispanic Chamber of Commerce (AHK), Vice President of FEEDA (Spanish Federation of Elevators), member of Círculo de Empresarios and member of YPO Gold.

He is an independent member of Azkoyen S.A Board of Directors since 2016 and he is also member of the Appointments and Remuneration Committee and Audit Committee.

First appointment as a Member of the Board of Directors: 26/06/2018 Reellections: 11/06/2021

Mr. Eduardo Unzu Member Propietary Berkelium, S.L. 24/01/2020
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Mr. Eduardo Unzu

He has a degree in Economics and Business Studies from the University of País Vasco. He holds a postgraduate degree in Senior Business Management at the University of Deusto. He is member of the Registro Oficial de Auditores de Cuentas (ROAC).

He worked as an auditor in Arthur Andersen in the office located in San Sebastian, (1987-1990); he worked as financial director in Internacional de Elastómeros y Plásticos, S.A., (1990-1998); he worked as financial, purchasing and systems director in Icer Brakes, S.A. (1998-2000) and he worked as general manager in Nucap Europe, S.A.. (2000-2010). These 2 previous companies are located in Navarra and they belong to the automotive sector . He is currently working as Managing Director of Azkoyen, S.A. and Managing Director (jointly and severally) of Berkelium, S.L.

He is memeber of Azkoyen S.A Board of Directors, since 2020.

First appointment as a Member of the Board of Directors: 24/01/2020

Positions in other entities:
Berkelium, S.L.: Managing Director

Mr. Aurelio Orrillo Lara Non-Member Secretary 14/10/2013
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Mr. Aurelio Orrillo Lara

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

He is specialized in Commercial Law and he is partner of the J&A Garrigues office of Pamplona where he is currently developing his professional career. He is also Associate Professor of Commercial Law at Universidad Pública de Navarra. In addition, he coordinates and teaches Corporate Law in the Master’s degree on accessing the legal profession at Universidad Pública de Navarra.

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

He has been a non-councillor secretary since 2013.

First appointment as a Member of the Board of Directors: 14/10/2013

Positions in other entities:
Practising Lawyer at the Pamplona Bar Association

Ms. Esther García Málaga Member Independent 24/06/2022
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Ms. Esther García Málaga

She holds a degree in Physics, specialising in electronics from the University of Salamanca and has completed a PDD at IESE (2012), as well as different courses at MIT Sloan, Insead, Oxford Leadership Academy and Singularity University.

He has spent most of his professional career at Ferrovial for more than 23 years, where he held 9 different positions, becoming CIO (Chief Information Officer) at a global level.

Since September 2011 she is the current Director of Transformation and Technology in an educational group currently formed by: Alfonso X el Sabio University, The Valley Digital Business School and the Claudio Galeno Vocational Training Group.

She is also a member of the advisory board of IDC at European level and of LARSEN Digital Leaders (Association of Digital Leaders of Spain).

Esther has a deep knowledge of technology, innovation and communication, as well as extensive experience in management and leadership of high performance teams, topics on which she is a regular speaker at different forums.

She is member of the Board of Directors of Azkoyen, S.A since 2022 and she is als a member of the Appointments and Remuneration Committee and the Audit Committee.

First appointment as a Member of the Board of Directors: 24/06/2022

Positions in other entities: Director of Transformation and Technology at Guadarrama Proyectos Educativos (educational group formed by Universidad Alfonso X el Sabio, The Valley Digital Business School and Grupo de Formación Profesional Claudio Galeno).

Board Committees

Audit Committee

Name Represented by Board Office Status Shareholder First appointment as a Member of the Board of Directors
Mr. Pablo Cervera Garnica Chairman Independent
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Mr. Pablo Cervera Garnica

He holds a degree in Economics and Business from CUNEF and a MBA from IESE,

He started his professional career in the Mergers and Acquisitions Department of AB Asesores, then he joined PwC , where he was appointed partner. 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 selling the Financial Advice and Wealth Planning businesses in 2007/2008. From 2010 to 2018, he has been Managing Director of Atlas Capital Prívate Equity, which is  an entity whose main activity cosists of investing in medium-sized unlisted companies and participating in investment decisions and in the monitoring of investee companies. Currently, he holds the position of Managing Director of Cerga, S.l and Cerga Agropecuaria, S.L and he served as member of the Board of Directors of Abante Asesores, S.A., Biclos Inversiones S.L., y Cergape Siglo XXI, S.L.

He is member of the Board of Directors of Azkoyen S. A. since 2014 and he is also member of the Appointments and Remuneration Committee and Audit Committee.

First appointment as a Member of the Board of Directors: 27/02/2014 Reellections: 26/06/2020, 23/06/2017, 27/06/2014, (ratification).

Positions in other entities:
Cerga, S.L.: Managing Director
Cerga Agropecuaria, S.L.: Managing Director
Biclos Inversiones, S.L.: Joint administrator
Cergape Siglo XXI, S.L.: Sole administrator
Abante Asesores S.A.: member of the Board of Directors

Ms. Esther García Málaga Secretary Independent 26/06/2018
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Ms. Esther García Málaga

She holds a degree in Physics, specialising in electronics from the University of Salamanca and has completed a PDD at IESE (2012), as well as different courses at MIT Sloan, Insead, Oxford Leadership Academy and Singularity University.

He has spent most of his professional career at Ferrovial for more than 23 years, where he held 9 different positions, becoming CIO (Chief Information Officer) at a global level.

Since September 2011 she is the current Director of Transformation and Technology in an educational group currently formed by: Alfonso X el Sabio University, The Valley Digital Business School and the Claudio Galeno Vocational Training Group.

She is also a member of the advisory board of IDC at European level and of LARSEN Digital Leaders (Association of Digital Leaders of Spain).

Esther has a deep knowledge of technology, innovation and communication, as well as extensive experience in management and leadership of high performance teams, topics on which she is a regular speaker at different forums.

She is member of the Board of Directors of Azkoyen, S.A since 2022 and she is als a member of the Appointments and Remuneration Committee and the Audit Committee.

First appointment as a Member of the Board of Directors: 24/06/2022

Positions in other entities: Director of Transformation and Technology at Guadarrama Proyectos Educativos (educational group formed by Universidad Alfonso X el Sabio, The Valley Digital Business School and Grupo de Formación Profesional Claudio Galeno).

Mr. Juan José Suárez Alecha Member Propietary Inverlasa, S.L 24/06/2022
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Mr. Juan José Suárez Alecha

Mr. Juan José Suárez Alecha, who is the natural person representative of Berkelium, S.L., has a degree in Economics and Business Administration from the University of País Vasco and a General Director Programme from IESE.

He is member of the Registro Oficial de Auditores de Cuentas (ROAC) and he is also 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.

Mr. Juan José Suárez Alecha has been a member of the Board since 2011, first himself as a director, from 2012 to June 2022 as a natural person representative of the director Berkelium, S.L. and from then to the present time again himself as a director. Mr. Suárez is a member of the Audit Committee.

First appointment as a Member of the Board of Directors: 24/06/2022

Positions in other entities:
Mr. Suarez: Board of Directors member and financial director of Berkelium, S.L

Appointments and Salary Committee

Name Rrepresented By Board Office Status Shareholder First appointment as a Member of the Board of Directors:
Ms. Esther Málaga García Chairman Independent 24/06/2022
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Ms. Esther Málaga García

She holds a degree in Physics, specialising in electronics from the University of Salamanca and has completed a PDD at IESE (2012), as well as different courses at MIT Sloan, Insead, Oxford Leadership Academy and Singularity University.

He has spent most of his professional career at Ferrovial for more than 23 years, where he held 9 different positions, becoming CIO (Chief Information Officer) at a global level.

Since September 2011 she is the current Director of Transformation and Technology in an educational group currently formed by: Alfonso X el Sabio University, The Valley Digital Business School and the Claudio Galeno Vocational Training Group.

She is also a member of the advisory board of IDC at European level and of LARSEN Digital Leaders (Association of Digital Leaders of Spain).

Esther has a deep knowledge of technology, innovation and communication, as well as extensive experience in management and leadership of high performance teams, topics on which she is a regular speaker at different forums.

She is member of the Board of Directors of Azkoyen, S.A since 2022 and she is als a member of the Appointments and Remuneration Committee and the Audit Committee.

First appointment as a Member of the Board of Directors: 24/06/2022

Positions in other entities: Director of Transformation and Technology at Guadarrama Proyectos Educativos (educational group formed by Universidad Alfonso X el Sabio, The Valley Digital Business School and Grupo de Formación Profesional Claudio Galeno).

Mr. Eduardo Unzu Martínez Secretary Propietary Berkelium, S.L 24/06/2022
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Mr. Eduardo Unzu Martínez

He has a degree in Economics and Business Studies from the University of País Vasco. He holds a postgraduate degree in Senior Business Management at the University of Deusto. He is member of the Registro Oficial de Auditores de Cuentas (ROAC).

He worked as an auditor in Arthur Andersen in the office located in San Sebastian, (1987-1990); he worked as financial director in Internacional de Elastómeros y Plásticos, S.A., (1990-1998); he worked as financial, purchasing and systems director in Icer Brakes, S.A. (1998-2000) and he worked as general manager in Nucap Europe, S.A.. (2000-2010). These 2 previous companies are located in Navarra and they belong to the automotive sector . He is currently working as Managing Director of Azkoyen, S.A. and Managing Director (jointly and severally) of Berkelium, S.L.

He is memeber of Azkoyen S.A Board of Directors, since 2020.

First appointment as a Member of the Board of Directors: 24/01/2020

Positions in other entities:
Berkelium, S.L.: Managing Director

Mr. Pablo Cervera Garnica Member Independent 27/02/2014
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Mr. Pablo Cervera Garnica

He holds a degree in Economics and Business from CUNEF and a MBA from IESE,

He started his professional career in the Mergers and Acquisitions Department of AB Asesores, then he joined PwC , where he was appointed partner. 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 selling the Financial Advice and Wealth Planning businesses in 2007/2008. From 2010 to 2018, he has been Managing Director of Atlas Capital Prívate Equity, which is  an entity whose main activity cosists of investing in medium-sized unlisted companies and participating in investment decisions and in the monitoring of investee companies. Currently, he holds the position of Managing Director of Cerga, S.l and Cerga Agropecuaria, S.L and he served as member of the Board of Directors of Abante Asesores, S.A., Biclos Inversiones S.L., y Cergape Siglo XXI, S.L.

He is member of the Board of Directors of Azkoyen S. A. since 2014 and he is also member of the Appointments and Remuneration Committee and the Audit Committee.

First appointment as a Member of the Board of Directors: 27/02/2014 Reellections: 26/06/2020, 23/06/2017, 27/06/2014, (ratification).

Positions in other entities:
Cerga, S.L.: Managing Director
Cerga Agropecuaria, S.L.: Managing Director
Biclos Inversiones, S.L.: Joint administrator
Cergape Siglo XXI, S.L.: Sole administrator
Abante Asesores S.A.: member of the Board of Directors

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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