Corporate Governance

 GRI 2-9, 2-10, 2-11, 2-12, 2-13, 2-15, 2-17, 2-18, 2-19, 2-20, 3-3, 405-1; GOB-A

At El Puerto de Liverpool, we prioritize transparency and accountability in our decision-making process, as well as Regularization the proper functioning of our internal governance and management bodies, fostering trust among our stakeholders. As part of this commitment, in 2022 we published our Corporate Governance Code, which integrates our guidelines and complies with the corresponding legal regulations, incorporating international practices.

Governance structure and functions
Governance structure and functions Our main decision-making bodies are described hereafter, as well as their responsibilities. Its structure seeks to create value as a company for all our stakeholders.

The 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. Likewise, it establishes compensation for directors. It meets once a year at the Ordinary Shareholders’ Meeting.

The Board of Directors is responsible for defining El Puerto de Liverpool’s strategy, as well as ensuring compliance with our mission and vision. It also reviews the performance and operations results that are the responsibility of the management team, ensures compliance with applicable laws and regulations, and approves the annual budget.

The Board is made up of professionals recognized for their extensive business careers, which enables them to analyze the main risks and opportunities involved in the Group’s operations. It consists of 15 regular members, seven relatedrelated.
and the remainder are independent (53% of the total); there are no alternates.

Independent directors perform their duties free of conflicts of interest, since they are not subject to personal, financial or economic interests, complying with the applicable law. They are selected for their experience, ability and professional prestige.

At El Puerto de Liverpool, we work to ensure that the Board has a broad vision of the business and the context, integrating different perspectives and backgrounds that nurture decision-making. The appointment of our Board members is aligned with our Corporate Governance Code principles. Regarding gender, 13% of our board members are women.

They are appointed annually and may be reelected without a limitation on the number of terms they serve, although there is an age limit. The current seniority of our board members is 16 years.

Todos los nuevos consejeros reciben una inducción sobre nuestra organización, así como de sus derechos y obligaciones para un buen desempeño de sus funciones. De igual manera, a lo largo del año se les facilita puedan actualizarse en disposiciones normativas, así como en riesgos y tendencias emergentes de relevancia para el Grupo.

New directors receive orientation regarding our organization, their rightsrights, and obligations to perform their duties properly. Likewise, throughout the year, they are provided with updates on regulatory provisions, as well as on risks and emerging trends relevant for the Group.

The Board meets quarterly, in ordinary sessions, and may also meet for extraordinary sessions when necessary. The average attendance this past year was 97%. In addition, it delegates certain responsibilities to the Audit and Corporate Practices Committee, as detailed below.

Additionally, the Board of Directors is supported by the Patrimony Board, which issues recommendations on strategic matters and is made up of four members.

The Audit and Corporate Practices Committee supports the Board in monitoring compliance with the audit function, ensuring internal and external audits are carried out with the utmost objectivity and efficiency. It also checks to ensure the reliability of financial information and evaluates compliance within the company with self-regulation and external regulation. As the Group’s ESG risk management matures (environmental, social and governance matters), the Committee is responsible for monitoring the management of the specialized teams, which operate complying with established prevention and mitigation plans.

All of its members are independent and its Chairman is appointed by the General Shareholders’ Meeting. They meet periodically with the Executive Director of Internal Audit and the Chief Financial Officer.

As complementary committees, we have specialized working groups, which are especially connected to ESG factors management:

El Puerto de Liverpool’s Footprint Desk reports to the Board on the management of ESG priorities and supplementary to the risk management structure. It is the highest-level group responsible for addressing the progress of the sustainability strategy, meeting quarterly. It is led by the Chief Executive Officer, working through complementary desks organized according to the relevant issues established in the Strategy - See chapter on El Puerto de Liverpool’s Footprint.

Likewise, we also have additional committees, which are explained in the corresponding sections of these matters: Integrity and Compliance Committee and Ethics Committee.

Compensation for senior management is related to performance. It is made up of a fixed portion and variable bonuses associated with the achievement of established annual targets, which, depending on the case, may include ESG aspects and the Group’s operating results. Specifically for the CEO, the variable bonus is calculated based on: performance factors, strategic initiatives and the consolidated operating result.