The Corporate bylaws of the company contain the main provisions that regulate the existence and activities of the company. They define basic aspects such as the company’s name, the company’s corporate object (main business activity for which it has been created), the registered address, share capital and outline the corporate governance regime (which includes the competencies of each corporate body and the formalities for the adoption of resolutions).
The last amendment to the Corporate Bylaws was approved by the Ordinary Shareholders’ Meeting held on June 17th, 2021. This amendment was registered at the Commercial Registry of Madrid on July 13th, 2021.
The Regulations of the Board of Directors determine the principles of action of the Board as well as the basic rules of its organization and operation and the rules of conduct of its members.
They outline aspects such as the function, composition, structure and functioning of the Board of Directors, the appointment and removal of its members, the remuneration of the Board members and their duties as well as their relations with shareholders, markets and auditors. They also regulate the functioning of the Board of Directors’ Committees.
The last amendment to the Regulations was agreed on the Board of Directors’ meeting held on December 16, 2021 and was registered at the Commercial Registry of Madrid on January 14, 2022.
The Regulations of the Shareholders' General Meeting (AGM) establish the legal and statutory rules regarding its organization and operation.
It regulates aspects related to the types and competencies of the AGM, the formalities for its organization and adoption of resolutions, the shareholders' information rights and the documentation and publicity of resolutions.
The last amendment to the regulations was agreed at the ordinary shareholders’ meeting held on June 17th, 2021 and was registered at the Commercial Registry of Madrid on July 13th, 2021.
The internal rules of conduct regulate matters relating to the securities markets in connection with securities dealings and their limitations, treatment of insider dealings and material information, conflicts of interest, treasury stock transactions and internal supervision processes for the compliance with the provisions of these Rules of Conduct.
The new rules were approved by the board of directors in the session held on December 15, 2023 and replaced the former Code in force since 2016. Internal rules are not needed any longer, since the Regulation (EU) No 596/2014 of the European Parliament and of the Council, of 16 April 2014, on market abuse came into force on July 3rd, 2016 and was immediatly applicable to listed companies, but the Board of Directors has considered a good practice to count with a set of internal rules for the sake of transparency with the market and commitment from the Management.
Note: In case of doubt, these internal rules have to be understood jointly with the Regulation (EU) No 596/2014 of the European Parliament and of the Council, of 16 April 2014, on market abuse, and the current Law 6/2023 of 17th March on Securities Markets and Investment Services (Securities Market Law).