A responsible governance model
The governance structure provides an adequate response to the demands of the business model aligned with the integrated strategy, promoting the anticipation and management of risks that may arise in the current situation. Ensures the monitoring of the management team by the Board of Directors and the monitoring of responsibilities with shareholders.
Governance structure
The governance structure provides an appropriate response to the requirements of the business model aligned with the integrated strategy encouraging the anticipation and management of risks that may arise in the current environment.
The defined governance structure ensures the monitoring of the management team by the Board of Directors and the monitoring of the Board of Directors’ responsibilities to its shareholders.
The Executive Committee assumes the managerial functions and the Board of Directors exercises the supervisory functions. Together, the two bodies are responsible for meeting the needs of the General Meeting of Shareholders, the forum through which the shareholders’ right to participate in the decision-making process is structured
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General Meeting of Shareholders
This is the most senior corporate body which implements the shareholders’ right to participate in key decisions, establishing the principles of its organisation and operation and the rules governing its activity in accordance with the law and its articles.
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Board of Directors
This is the body responsible for ensuring the pursuit of the corporate interest, deemed to be the consequence of a profitable and sustainable business in the long term. It is responsible for overseeing the company’s strategy, implementing the corporate governance policies, controlling the managing bodies and liaising with the shareholders.
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Executive Committee
The mission of the Executive Committee, led by the Chief Executive Officer, is to manage the company's different divisions in order to fulfil the strategic, financial and non-financial objectives set by the Board of Directors, ensuring the sustainable development of the business and its long-term continuity
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Remuneration and Appointments Committee
This is a delegated committee of the Board of Directors, whose main functions are to propose to the Board the remuneration of directors and senior management, as well as to report on the appointment of directors
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Audit and Compliance Committee
This is a delegated committee of the Board of Directors that supports the Board in the regular drawing up of the regulated information and external controls, as well as monitoring the control systems and the financial and non-financial risks and information
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General Meeting of Shareholders
Is the Company’s highest decision-making body and the shareholders’ right to participate in its key decisions is realised through it.
The Ordinary General Meeting of Shareholders, held on 28 June 2023, was attended by shareholders representing 97% of the share capital and 85% of the proposed resolutions were approved.
The share capital of Cementos Molins is divided into 66,115,670 ordinary shares of a single series, each with the right to one vote.
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Board of Directors
Is the body with the broadest powers of administration and representation. Its main task is to define and supervise the company’s overall strategy, including the approval of corporate policies, and it serves as a liaison between the shareholders and the Executive Committee.With a unity of purpose but also with independence of judgement. In this way, the principles of transparency, equality and diversity are guaranteed, while ensuring that the corporate interest is safeguarded at all times. All of this is based on sustainability to ensure long-term value creation.
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Executive Committee
Is made up of 11 executive directors who are responsible for the day-to-day management of Cementos Molins. Led by the Chief Executive Officer, meets on a regular and periodic basis for the effective fulfilment of the strategic objectives, with the sustainability objectives of the 2030 Roadmap playing a very important role. Some of these targets are linked to the Sustainability Barometer
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Asuntos de sostenibilidad
The sustainable management of the business is the responsibility of the Board of Directors and the Executive Committee, the main governing bodies of Cementos Molins and is responsible for implementing the Roadmap throughout the organisation (In 2023, we created specific sustainability committees in each business unit)
Ethics and compliance
The purpose of the regulatory compliance and corporate crime prevention system is to provide the company with a regulatory framework that identifies critical processes, defining the contents, roles and mechanisms for control and supervision
The main aims:
- increase transparency
- generate value
- improve economic efficiency
- strengthen investor confidence
Cementos Molins’s corporate governance system is aligned with the company’s values and fosters integrity and business ethics as its hallmarks.It is structured based on the following key elements:
- Articles of Association
- Mission, Vision and Values
- corporate policies
- internal regulations
- codes and procedures