Corporate
governance
GRI 2-9, 2-10, 2-11, 2-12, 2-13, 2-15, 2-17, 2-19, 2-20
of Board members are independent.
of Board members are independent.
Our General Shareholders’ Meeting is responsible for approving the group’s annual results, which are presented by the Board of Directors. It also approves the appointment of Board members, which the board itself proposes.
The Board of Directors of El Puerto de Liverpool appoints the Chief Executive Officer, defines company strategy, approves the annual budget, reviews the performance and operations results that are the responsibility of the management team, and ensures the company remains in compliance with the applicable laws and regulations.
The Board is made up of professionals recognized for their extensive business careers. It consists of 15 regular members, seven related and the remainder independent (53% of the total). There are no alternates. Because we are committed to continuing to advance diversity in all of our governance bodies, 13% of our board members are women.
Board members serve for annual terms and may be reelected without a limitation on the number of terms they serve, although there is an age limit for remaining in the position. The current seniority of our board members is 21 years.
The Board meets quarterly, in ordinary sessions, and may also meet for extraordinary sessions when necessary. The average attendance this past year was 97%.
The Chairman of the Board, vice chairpersons and secretary are nominated by the board members and approved by the Shareholders’ Meeting. Every year they receive training in different key aspects for strategic decision-making.
The Audit and Corporate Practices Committee supports the Board in monitoring compliance with the audit function, ensuring the internal and external audits are carried out with the utmost objectivity and efficacy. It also checks to ensure the financial information is reliable and evaluates compliance within the company with self-regulation and external regulation. All of its members are independent.
In 2021 a new group began its meetings: The El Puerto de Liverpool Footprint Desk, a top-level team that addresses the progress of our sustainability strategy in quarterly meetings. This task force, led by the CEO, is a sign of the Group’s profound commitment to adopting ESG factors in decision-making at all levels.
The Board of Directors also has the support of the Patrimony Board, which issues specific recommendations and consists of four members.
The Group’s senior management is comprised of professionals with considerable experience and a strong commitment, led by the Chief Executive officer, who is in turn appointed by the Board of Directors.
Compensation for Board Members is determined on the basis of their attendance at board meetings and is approved by the Shareholders’ Meeting. In the case of senior management, the Board sets the compensation for the Chief Executive Officer, who in turn sets the compensation for the other company officers. Compensation is made up of a fixed portion and bonuses associated with the achievement of annual targets which, depending on the case, may include ESG aspects and the Group’s operating results.
Risk management in the organization is carried out in each area, which facilitates in-depth analysis and specific awareness of factors. The efficacy of prevention and mitigation measures is monitored by the Audit and Corporate Practices committee, which in turn reports to the Board of Directors.
