INMOBILIARIA COLONIAL, SOCIMI, S.A. ORDINARY GENERAL MEETING OF SHAREHOLDERS (MAY 2018)

Transcription

1 INMOBILIARIA COLONIAL, SOCIMI, S.A. ORDINARY GENERAL MEETING OF SHAREHOLDERS (MAY 2018) REPORT BY THE APPOINTMENTS AND REMUNERATION COMMITTEE ON MOTIONS FOR THE APPOINTMENT OR RE-ELECTION OF DIRECTORS (ITEM NINE ON THE AGENDA) 1. Purpose of the report This report has been drawn up by the Appointments and Remuneration Committee of Inmobiliaria Colonial, SOCIMI, S.A. ( Colonial or the Company ) in connection with the appointment or reelection, for the statutory period of 4 years, of non-independent Directors of the Company. Pursuant to the provisions of section 6 of Article 529 decies of the Spanish Limited Liability Companies Law approved by Royal Legislative Decree 1/2010 of 2 July (the Spanish Limited Liability Companies Law ), this motion to the General Meeting requires the Appointments and Remuneration Committee to draw up this report as justification therefor. 2. Justification of the proposals The Appointments and Remuneration Committee has conducted an analysis of the current composition of the Board, its requirements and the Company s shareholder structure. The Appointments and Remuneration Committee has also appraised the conditions that must be met by Directors for the exercise of their functions and the dedication required to enable them to carry out their duties properly, on the basis of the Company s Policy for the Selection of Directors Appointment of Mr Javier López Casado As a result of this appointment, along with the appointment on 29 June 2017 of Mr Carlos Fernández González, the Finaccess Group shall have two representatives on the Board of Directors, which, in the opinion of the Appointments and Remuneration Committee, entails proper representation in accordance with the Company s shareholder structure. The Appointments and Remuneration Committee has appraised the competence, merits and experience of Mr Javier López Casado in relation to his appointment on the basis of the following: Mr Javier López Casado has held a number of posts of responsibility throughout his professional career, evidencing his capacity and merits for the purposes of proper prudent management within the Company. He joined Finaccess as International Director of Asset Management in November Since 2012, he has been CEO of Finaccess Advisors LLC. Since 2014, he has also been responsible for Finaccess Estrategia S.L. in Spain. Prior to joining Finaccess, he worked as Senior Vice-President for Santander Private Banking in Miami. He previously held different posts in Banco Santander s International Private Banking area in Madrid and Miami. He worked at the Santander Group from 1996 to 2010.

2 Before joining Banco Santander, he worked as a Lawyer in Madrid. He has 22 years experience in financial markets and is a member of Grupo Finaccess Board of Directors, the International Investment Committee and the Audit Committee of Finaccess Advisors LLC. He is Chairman of SOLTRA S.L., a company working on the promotion, education and rehabilitation of people with different capacities in order to achieve full social integration, which currently has 400 employees. He also sits on the board of trustees of several Foundations in Spain and Mexico. He holds a Law Degree from Universidad San Pablo CEU in Madrid, an MBA from the University of Miami and a Masters in Legal and Tax Consultancy for Construction and Real Estate Companies from Universidad Politécnica of Madrid. The professional career of Mr Javier López Casado, described in the paragraphs above, demonstrates that he has extensive knowledge and experience both in Spain and abroad to make him eligible as a member of the Board of Directors. Thus the Appointments and Remuneration Committee considers that Mr Javier López Casado has the knowledge, skills and specific competences, and also has the experience and merits for a favourable report to the Board of Directors for its proposal to the next General Meeting of Shareholders to appoint him as a proprietary director Re-election of Mr Juan José Brugera Clavero experience of Mr Juan José Brugera Clavero for the purposes of his re-election, on the basis of the following: Mr Juan José Brugera Clavero was appointed as an Executive Director of the Company following a resolution by the General Meeting of Shareholders on 19 June 2008, and was reelected to this post following a resolution by the General Meeting of Shareholders on 30 June Since he was appointed Director and Executive Chairman of the Board of Directors, Mr Juan José Brugera Clavero has demonstrated having the ability to manage the Company, and that he has the knowledge, aptitudes and experience necessary to carry out the functions assigned to him. In this regard, on the basis of the report drawn up by the Appointments and Remuneration Committee, the Board of Directors has conducted an annual assessment of the work of the Chairman of the Board of Directors, and has concluded that Mr Juan José Brugera Clavero has performed his duties diligently and effectively and at all times in the spirit of Good Governance set out in the Company Bylaws and in the regulations of the board of directors concerning the Chairman of the Board and the Board of Directors itself. He holds a degree in Industrial Technical Engineering (specialised in Industrial Electronics) from the University School of Industrial Technical Engineers, Terrassa. He also has an MBA (Master in Business Administration) from ESADE (Barcelona) and a PDG Diploma (General Management Programme) from IESE (Barcelona). In 2004, he was awarded an Honorary Doctorate in Economics by the Constantinian University of Providence, Rhode Island (USA), and he is honorary professor at Sociedad Científica de Chile. ESERP (Barcelona).

3 Between 1967 and 1968, he was an associate professor of Electronics and Servo-Systems at the Industrial School, Terrassa, and at the La Salle Telecommunications School. From 1968 to 1970, he worked as an Engineer in the Inter-Grundig Industrial Laboratory. From 1971 to 1975, he worked in the Central Services Planning and Commercial Department at Banco Atlántico. Also, from 1975 to 1987, he held different posts of responsibility at Banco Sabadell, as Director of the Main Office in Barcelona, Barcelona Area Director, Deputy Managing Director and Member of the Central Management Committee. In 1987 and 1994, he was CEO of Sindibank (Sindicato de Banqueros de Barcelona). Between 1994 and 2006, he had already joined Inmobiliaria Colonial (absorbed company) as CEO and Director of SFL. In addition, from July 2006 to March 2007, he worked as Managing Director of Grupo Mutua Madrileña. He was also the Chairman of the ESADE Foundation until 2005, where he was assistant lecturer for 15 years. He was the Chairman of the Board of Trustees at Universidad Ramón Llull (URL) between 2012 and Juan José Brugera Clavero joined Colonial in June 2008, and has been Chairman of SFL since April He is the current Chairman of Círculo de Economía. Thus the Appointments and Remuneration Committee considers that Mr Juan José Brugera Clavero has the knowledge, skills and specific competences, and also has the experience and merits for a favourable report to the Board of Directors for its proposal to the next General Meeting of Shareholders to re-elect him as an executive director Re-election of Mr Pedro Viñolas Serra experience of Mr Pedro Violas Serra for the purposes of his re-election, on the basis of the following: Mr Pedro Violas Serra was appointed an Executive Director of the Company following a resolution by the Board of Directors on 18 June 2008, and was confirmed in this post following a resolution by the General Meeting of Shareholders on 21 November Subsequently, Mr Pedro Viñolas Serra was re-elected to this post by the General Meeting of Shareholders on 30 June On the same date, 30 June 2014, a meeting of the Board of Directors agreed to confirm him in the post of CEO of the Company, and delegated to him each and every one of the powers that may be delegated in accordance with the law and the Company Bylaws. Since he was appointed as a member of the Board of Directors, Mr Pedro Viñolas Serra has demonstrated having the ability to manage the Company, and that he has the knowledge, aptitudes and experience necessary to carry out the functions assigned to him. In this regard, on the basis of the report drawn up by the Appointments and Remuneration Committee, the Board of Directors has conducted an annual assessment of the work of the CEO, and has concluded that Mr Pedro Viñolas Serra has diligently and effectively discharged the duties assigned to him in the Company Bylaws, the regulations of the board of directors and any delegated to him by the Board of Directors. He is a graduate in Business Management and MBA from ESADE and Universidad Politécnica de Cataluña, and holds a Diploma in Business Management from Universidad de Barcelona, where he also studied Law.

4 In 1990, Pedro Viñolas began to work as Director of the Research Department at the Barcelona Stock Exchange, of which he later became Deputy Managing Director, where he remained until He then took up duties as Managing Director of FILO, S.A., a listed real estate company, where he remained until Subsequently, until July 2008, he was Partner and CEO at the Riva y García Financial Group. He has been Chairman of the Urban Land Institute in Spain and a member of the Board of Directors of the Riva y García Financial Group. He was also Chairman of the Spanish Institute of Financial Analysts in Catalonia from 1994 to He is a member of the Board at the European Public Real Estate Association (EPRA). Pedro Viñolas joined Colonial in July He is currently a member of the Board of Directors of SFL and also sits on the Executive Committee. He is a full professor at ESADE s Finance Department and a member of the Board of Directors of Electro-Stocks, S.A. and Bluespace, S.A. Thus the Appointments and Remuneration Committee considers that Mr Pedro Viñolas Serra has the knowledge, skills and specific competences, and also has the experience and merits for a favourable report to the Board of Directors for its proposal to the next General Meeting of Shareholders to reelect him as an executive director Re-election of Mr Juan Carlos García Cañizares As a result of the re-election, Águila LTD, one of the Company s major shareholders, shall continue to have a representative on the Board of Directors, which, in the opinion of the Appointments and Remuneration Committee, entails proper representation in accordance with the Company s shareholder structure. experience of Mr Juan Carlos García Cañizares for the purposes of his re-election, on the basis of the following: Mr Juan Carlos García Cañizares was appointed as a proprietary director of the Company following a resolution by the General Meeting of Shareholders on 30 June Since he was appointed as a director of the Board of Directors, Mr Juan Carlos García Cañizares has demonstrated having specific knowledge, skills and competences. He has also carried out his functions faithfully as a loyal representative, acting in good faith and in the best interests of the Company, on the principle of personal responsibility with freedom of criteria and independence with respect to instructions and third-party links. The Appointments and Remuneration Committee considers that Mr Juan Carlos García Cañizares has dedicated the necessary time to perform his task efficiently, and that he has sufficient time available to carry out his functions after the proper fashion. Mr Juan Carlos García Cañizares has held a number of posts of responsibility throughout his professional career, evidencing his capacity and merits for the purposes of proper prudent management within the Company. Industrial Engineer. He also studied management programmes at IMD Switzerland, and holds an MBA granted jointly by the New York University Stern School of Business, London School of Economics and HEC Paris.

5 He is an investment banker who was responsible for more than $35 billion in mergers, acquisitions and financing of acquisitions over a period of 25 years. He was Vice President of Planning for Bavaria, one of Latin America s leading breweries, where he was responsible for the $4 billion international brewery acquisition programme, and for the subsequent $8 billion merger with SABMiller plc, creating the world s second largest brewery. In recent years, he led negotiations on behalf of the Santo Domingo Group for the conversion of its holding in SABMiller into a share in Anheuser Busch Inbev following the merger of the two, an operation which was finalised in Before joining the Santo Domingo Group, he was co-founder and Main Partner of Estrategias Corporativas, an investment bank firm in Latin America. He is currently the Managing Director of Quadrant Capital Advisors, Inc. in New York (a Santo Domingo Group investment company based in New York). He is responsible for Quadrant Capital s Strategic Investments Group, including investments in Anheuser Busch Inbev and in the consumer, financial system, natural resources and energy sectors worldwide, among others. He is a member of the Boards of Park S.A.R.L., Bavaria, S.A., Valorem S.A. (Colombia) and Genesis Foundation (USA). Thus the Appointments and Remuneration Committee considers that Mr Juan Carlos García Cañizares has the knowledge, skills and specific competences, and also has the experience and merits for a favourable report to the Board of Directors for its proposal to the next General Meeting of Shareholders to re-elect him as a proprietary director. 3. Proposals for the re-election of independent Directors The Appointments and Remuneration Committee proposes the re-election, for the statutory period of four years, of the independent Directors Ms Ana Sainz de Vicuña Bemberg, Mr Carlos Fernández- Lerga Garralda, Mr Javier Iglesias de Ussel Ordís and Mr Luis Maluquer Trepat, following a preliminary analysis of the current composition of the Board, its requirements and the Company s shareholder structure. Notwithstanding the foregoing, in relation to the re-election of Mr Carlos Fernández-Lerga Garralda and Mr Javier Iglesias de Ussel Ordís, on 19 June 2020, 12 years shall have elapsed since they were first appointed as independent Directors of the Company, i.e. the maximum period stipulated in regulations for a Director to be considered independent. In this regard, Mr Carlos Fernández-Lerga Garralda and Mr Javier Iglesias de Ussel Ordís have undertaken to place their directorships at the disposal of the Company prior to the convening of the Ordinary General Meeting of Shareholders to be held in 2020, to enable the Board of Directors to take the necessary decisions in the best interests of the Company. * * * * This report was drawn up and approved by the Appointments and Remuneration Committee at a meeting on 18 April 2018.