Corporate Governance and Company Philosophy

Companies listed on a stock exchange, financial institutions, and those with over 500 employees meeting certain financial thresholds.

A report that includes non-financial information about a company's social and environmental performance.

Companies with over 500 employees on average for a year, also exceeding at least two of these criteria: Assets over €20 million, Annual turnover over €40 million, Average employees over 250.

Information about a company's social and environmental performance, including their sustainability efforts.

A company's commitment to sustainable practices, including environmental protection, social responsibility, and ethical business conduct.

The obligation of a company to be transparent about its financial and non-financial performance.

Access to information by various stakeholders, including investors, employees, customers, and the public.

Financial information about a company's income, expenses, and assets.

A report that companies are required to produce in Spain, containing non-financial information about their environmental, social, and governance (ESG) performance.

The way a company operates and creates value, including its products, services, and relationships with stakeholders.

The company's approach to managing its environmental impact, including pollution, resource use, and climate change.

Concerns related to employees and society, including wages, working conditions, diversity, and human rights.

The difference in average earnings between men and women in a company.

The company's approach to ensuring its operations respect human rights, both internally and externally.

The goal of creating a long-term economic system that balances profit generation with protecting the environment.

The practice of including non-financial information in company reports, like ESG performance, to provide a more complete picture of their impact.

A group of individuals responsible for the overall administration and management of a company.

Individuals who are part of the Board of Directors and are typically top managers within the company.

Directors who are not part of the company's management team, often with specialized knowledge or expertise.

Type of Outsider Director who holds a significant number of shares in the company.

Type of Outsider Director who can act independently, free from influence by the company, its shareholders, or managers.

Type of Outsider Director who is not a manager, nor an owner, nor an independent director.

The primary responsibility of a Board of Directors is to advise, support, and provide information to improve the strategic decisions made by the company's management.

Overall, broad goals that a company sets to achieve, often expressed in financial terms for each stakeholder group (like shareholders, employees, customers).

The secondary responsibility of the Board of Directors is to monitor and supervise the actions of the company's management to ensure they are creating value for the company.

Specific, measurable objectives within a company that define how general goals will be achieved. They use indicators to track progress.

The system of rules, practices, and processes that govern how a company is managed and controlled by its stakeholders. This helps align the interests of owners and managers.

External forces that influence corporate governance, such as market competition, investor pressure, and regulations.

Internal systems and practices within a company that help control and monitor management, such as incentive programs, direct supervision, and audits.

When the owners of a company (shareholders) are separate from the managers who run the day-to-day operations.

Conflicts of interest arise when the goals and priorities of the owners (shareholders) are different from those of the managers, potentially leading to actions that favor one group over the other.

A company's management can be entrusted to a single person or a group of people who are responsible for making decisions and running the business.

A clear statement about what a company wants to achieve in the future. It's like a roadmap, guiding the company's direction.

Principles that define how an organization should behave and operate. They provide a framework for decision-making and actions.

The shared beliefs, values, and practices that shape the culture of a company. It's the atmosphere and way things are done.

A statement that outlines a company's purpose, reason for existence, and overall goals. It's the 'why' behind the company.

The relationship between a company's mission and its culture. A strong mission can help shape a positive and supportive culture, and a positive culture can help achieve the mission.

The beliefs and values that guide the behavior of a company. They can be explicitly stated or simply reflected in the way the company operates.

The set of beliefs and values that define a company's culture. It's a combination of shared assumptions, values, and behaviors.

Explicit statements or actions taken by a company to communicate its values. This could include things like codes of conduct, mission statements, or employee training programs.

The ideal size for a board of directors is between 5 and 15 members, ensuring efficient operation and active participation.

The process for selecting board members should be transparent, reliable, and prioritize candidates whose skills match the board's needs.

Having a diverse board, including a good proportion of women, is encouraged to bring varied perspectives and experiences.

A majority of board members should be independent, meaning they are not part of the company's management, to ensure objective decision-making.

At least 40% of board directors should be women by 2022, with a minimum of 30% previously. This promotes gender equality and diverse leadership.

At least half of the total board must be comprised of independent directors to maintain a balance of power and ensure unbiased decision-making.

Company websites should publicly disclose information about directors, including their professional backgrounds, other board memberships, appointment dates, and shareholdings.

The frequency of board meetings should be sufficient to allow for efficient operations, with a minimum of 8 meetings recommended.