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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 ByBoard OfficeStatus
Berkelium, S.L.Mr. Juan José Suárez AlechaChairmanProprietary
Mr. Arturo Leyte CoelloMemberProprietary
Mr. Marco AdrianiMemberIndependent
Mr. Pablo Cervera GarnicaMemberIndependent
Berkinvest Capital, S.LMr. Víctor Ruiz RubioMemberProprietary
Mr. Diego Fontán ZubizarretaMemberProprietary
Ms. Núria Vilanova GiraltMemberIndependent
Europroperty, S.L.Mr. Víctor Ruiz LafitaMember Proprietary
Mr. Darío Vicario RamirezMember Independent
Mr. Aurelio Orrillo LaraNon-Member Secretary

Board Committees

Audit Committee

NameRepresented ByBoard OfficeStatus
Mr. Pablo Cervera GarnicaChairmanIndependent
Mr. Darío Vicario RamirezSecretaryIndependent
Berkelium, S.L.Mr. Juan José Suárez AlechaMemberProprietary

Appointments and Salary Committee

NameRepresented ByBoard OfficeStatus
Ms. Núria Vilanova GiraltChairmanIndependent
Mr. Arturo Leyte CoelloSecretaryProprietary
Don Marco AdrianiMemberIndependent

Strategy Committee

NameRepresented ByBoard OfficeStatus
Berkelium, S.LMr. Juan José Suárez AlechaChairmanProprietary
Berkinvest Capital, S.L.Mr. Víctor Ruiz RubioMemberProprietary
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

MR. DIEGO FONTÁN ZUBIZARRETA

He holds a degree in Economics and Business from University of Navarra and an Executive MBA from IESE.

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

He started his professional career in Credigés, S.G.I.I.C. in 1997 as product manager assistant and then 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. He joined Eurofinsa Group in 2006 as Group Director of Diversification, taking 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, Appointments and Remuneration Committee.

MS. 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 at 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 member of the Managing Board of Círculo de Empresarios and 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 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

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, during 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 that time by Credit Suisse.

MR. AURELIO ORRILLO LARA

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

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 holds a Law Degree and a Master’s Degree in Business Law, both at University of 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. 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). 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 investigator in several projects of the DGCYT of the Ministry of Education and Science. He is member of several international scientific societies.

Member of the Board of Directors 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 entirely acquired by Azkoyen Group in 2005.

He is member of the Board of Directors of Azkoyen Group since 2010. Currently, he is working in the tourist industry as manager of a rural house in the northern region of Italy.

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 selling 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 member of the Board of Directors 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 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 is member of the Board of Directors of Azkoyen since 2011 and he is also member of its Audit Committee.

MR. 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 founded 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.

MR. DARIO VICARIO RAMÍREZ

Industrial Engineer at Polytechnic University of Madrid, he has completed the Executive MBA and PADE at IESE. In addition, he has completed several management development 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 worked as 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 Thyssenkrupp Elevator for Spain, Portugal and Morocco.

He is member of the Board of directors of the German Hispanic Chamber of Commerce (AHK), Vice President of FEEDA (Spanish Federation of Lifts), member of Círculo de Confianza de Nueva Economía Forum and member of YPO Gold.