For global organizations, a solid corporate governance structure is critical to create long-term value for both shareholders and society. Integrity, honesty, transparency and compliance to the highest ethical standards are the cornerstones of Grifols’ corporate culture, as well as the pillars of its corporate governance.
The General Shareholders Meeting serves as Grifols’ governing body. It represents all shareholders and is the final decision-making authority in all matters that correspond to it. Grifols encourages shareholders to participate, with no minimum number of shareholdings required to attend.
The Board of Directors is Grifols’ highest decision-making body, with the exception of matters that belong to the exclusive domain of the General Shareholders’ Meeting. Among its core responsibilities, the Board of Directors establishes general policies, corporate strategy and basic management guidelines, as well as supervises and monitors the actions of Grifols management to ensure the company reaches its objectives and meets stakeholder expectations.
The roles of President and CEO are separate at Grifols. Víctor Grifols Roura serves as the non-executive chairman, offering his strategic vision and vast experience to ensure the long-term interests of shareholders. As of January 1, 2017, co-CEOs Raimon Grífols Roura and Víctor Grífols Deu share the group’s top executive and management responsibilities.
Once a year, Grifols publishes the Annual Corporate Governance Report, which is subject to approval by the Board of Directors. This report outlines Grifols’ ownership structure, management configuration, related transactions, risk control systems, General Shareholders Meeting, and internal control and risk management systems with regard to the disclosure of financial information (SCIIF), degree of compliance with corporate governance recommendations and other relevant information.
During the last General Shareholders Meeting, held on May 24, 2019, Dr. Enriqueta Felip Font was elected as an independent director in replacement of Anna Veiga Lluch. In addition, Raimon Grífols Roura, Tomás Dagá Gelabert, Carina Szpilka Lázaro and Íñigo Sánchez-Asiaín Mardones were re-elected as members of the Board of Directors.
Board members receive a fixed and determined remuneration. The compensation of each member depends on their specific roles and responsibilities, participation on board committees and other objective factors considered relevant by the board, without any gender biases.
Remunerations systems for non-executive directors is not based on Grifols’ shares, unless they retain shares until they no longer serve as directors on the board. Board members who render remunerated professional services to the company or group will not receive additional compensation for their role as directors or executive directors.
In order to determine the remuneration for the current financial year the Company has hired Russell Reynolds to carry out a comparative study of the remuneration received by the directors in their capacity as such in similar companies in terms of market capitalisation and the sector to which they belong. In addition, Russell Reynolds has analysed the remuneration received by the chairperson of the Board committees and the one received by the lead independent director. The conclusions of this analysis have led the Appointments and Remuneration Committee to propose to the Board of Directors, which has approved them, certain modifications to the current remuneration policy, which are detailed in section A.2 of the Annual Report on Remuneration of the Board Members. This report is subject to a consultative vote in the General Shareholders Meeting every year.
During 2019, the Board of Directors in full evaluated the quality and effectiveness of its operations, the performance of the company’s chairman and co-CEOs, and the performance of board committees.
The Board of Directors continuously assesses its performance to incorporate any necessary improvements as quickly as possible, in addition to carrying out an annual performance review. In 2019, this assessment was performed internally by Grifols’ Board of Directors with the support of the Appointments and Remunerations Committee. In accordance with the Spanish Law on Corporations and Good Governance Code of Listed Companies, every three years Grifols is advised by an independent expert to conduct this performance assessment. In 2018, Grifols’ Board of Directors collaborated with the firm Russell Reynolds to perform the annual evaluation.
The main responsibility of the executive team is to manage the company in accordance with the strategy approved by the Board of Directors. This includes a continuous quest for long-term growth, value creation for stakeholders, and maintaining effective risk management structures and robust internal controls.
Grifols’ executive team boasts an extensive and proven experience in promoting organic growth, as well as a proven track record in identifying opportunities and integrating successful acquisitions, which have been key to transforming Grifols.
The team convenes mainly around the Executive Management Board, which holds at least one meeting per month led by Grifols’ co-CEOs. Grifols’ executive team met 43 times in 2019.