Other Relevant Information. On corporate governance. Board of directors
July 29, 2021
OBRASCÓN HUARTE LAIN, S.A. (“OHLA” or the “Company”), in compliance with Article 227 of the Restated Securities Market Law passed by Legislative Royal Decree 4/2015, of October 23, reports to the Spanish Securities Market Commission (Comisión Nacional del Mercado de Valores – “CNMV”) the following
RELEVANT INFORMATION
The Board of Directors, after the financial restructuring of the Company approved by the Shareholders’ Meeting held on March 26, 2021, has resolved, after a favorable report from the Appointments and Remuneration Committee, as reported at the past Annual Shareholders’ Meeting, to accept the resignation tendered by Director Mr. Juan José Nieto Bueso.
In March 2021, Juan Jose Nieto Bueso informed the Company of his intention not to renew his appointment to director, which expired in June this year. Nevertheless, the Board, considering his contribution to the restructuring both from his position as chairman of the Balance Sheet Adjustment Committee and from his position as director, requested Mr. Nieto to remain in office as director for the time necessary to complete the implementation of the aforementioned restructuring. In reply to the aforementioned request, Mr. Nieto conveyed to the Company that he was willing to accept the office, were the Shareholders’ Meeting to decide to renew it, and that he also intended to tender his resignation once the restructuring of the Company had concluded or was in the conclusion period.
At the date of this notice, Juan Jose Nieto and the Company consider that the restructuring milestone has been successfully achieved and, as announced, Mr. Nieto has tendered his resignation, which the Board has accepted.
In addition, the Board of Directors has acknowledged the resignation tendered by Ms. Silvia Villar-Mir de Fuentes, nominee director representing the shareholder interests of Grupo Villar Mir SAU, who has resigned to adjust such representation on the Board to the current shareholding of said shareholder.
The Board, in view of the two vacancies arisen on the Board, has resolved:
- To appoint, at the proposal of the Appointments and Remuneration Committee, Mr. Francisco García Martín to independent director by co-opting to fill the vacancy arisen due to the resignation of Mr. Juan José Nieto Bueso.
- To appoint Mr. Luis Fernando Amodio Giombini, after a favorable report on his suitability issued by the Appointments and Remuneration Committee, to nominee director representing the shareholder interests of Forjar Capital, S.L.U. by co-opting to fill the vacancy arisen due to the resignation of Ms. Silvia Villar Mir.
After the aforementioned appointments, the Board of Directors of the Company has the following composition:
Chairman
Mr. Luis Fernando Martín Amodio Herrera (nominee)
First Vice-Chairman
Mr. Julio Mauricio Martín Amodio Herrera (nominee)
Second Vice-Chairman
Mr. Juan Villar-Mir de Fuentes (nominee)
Chief Executive Officer
Mr. José Antonio Fernández Gallar (executive)
Members
Ms. Carmen de Andrés Conde (independent)
Mr. César Cañedo-Argüelles Torrejón (independent)
Mr. Francisco García Martín (independent)
Mr. Juan Antonio Santamera Sánchez (independent)
Mr. Luis Fernando Amodio Giombini (nominee)
Ms. Reyes Calderón Cuadrado (independent)
In addition, the Board of Directors, at the proposal of the Appointments and Remuneration Committee, has decided to reorganize the Board Committees, their composition to be as set out below as from today:
Audit and Compliance Committee
Chairman
Mr. Francisco García Martín (independent)
Members
Mr. César Cañedo-Argüelles Torrejón (independent)
Mr. Luis Fernando Amodio Giombini (nominee)
Mr. Mauricio Martín Amodio Herrera (nominee)
Ms. Reyes Calderón Cuadrado (independent)
Appointments and Remuneration Committee
Chairman
Ms. Reyes Calderón Cuadrado (independent)
Members
Mr. Francisco García Martín (independent)
Mr. José Antonio Santamera Sánchez (independent)
Mr. Juan Villar-Mir de Fuentes (nominee)
Mr. Luis Fernando Martín Amodio Herrera (nominee)
Madrid, July 29, 2021.