A SOLID CORPORATE GOVERNANCE

ETHICS AND INTEGRITY, TRANSPARENCY AND LEADERSHIP OF THE BOARD OF DIRECTORS ARE THE THREE PILLARS THAT ARTICULATE GRIFOLS’ CORPORATE GOVERNANCE

For a global company, a reliable and robust corporate governance structure is vital to creating long-term value. Integrity, honesty, transparency and compliance with the highest ethical standards are the essence of Grifols’ corporate culture and governance, which is upheld by three main pillars: 

To access these documents, please visit our corporate website:

 

1 ETHICS & INTEGRITY

For Grifols, mere legal compliance is not enough. The company has built a corporate governance based on integrity, honesty and transparency, which translates into ethical codes that advocate the highest standards of corporate conduct in the communities where it operates (See the chapter titled “Pride” for more details on Grifols’ Code of Ethics, Code of Conduct and Anti-Corruption Policy, which applies to the Board of Directors and entire employee base).

Grifols S.A. is the group’s parent company. As a company incorporated in Spain and listed on the Spanish stock market, it complies with the Spanish Companies Act and other relevant Spanish regulations. Furthermore, as a foreign private issuer of securities listed in the United States, Grifols complies with the requirements established by the U.S. Securities and Exchange Commission, the NASDAQ Corporate Governance Rules, and the U.S. Sarbanes-Oxley law of 2002.

Grifols has an “Internal Code of Conduct regarding matters related to stock markets” that complies with the Spanish Restated Securities Markets Law and the EU regulation on market abuse, among other regulations. Policies approved by the Board of Directors govern “Communication with Financial Market Participants”, “Grifols’ Corporate Responsibility”, “Tax Compliance and Best Practices Policy” and “Risk Control and Management Policy”

2TRANSPARENCY

AS A LISTED COMPANY, GRIFOLS ASSUMES TRANSPARENCY AS A VALUE, DUTY AND COMMITMENT

Approved by the Board of Directors, the Annual Corporate Governance Report contains the following information:

  • Ownership structure
  • Administration structure
  • Related-party transactions
  • Risk management
  • General Shareholders’ Meeting
  • Internal control and risk management systems in relation to the financial information issuing process (SCIIF)
  • Level of compliance with corporate governance recommendations
  • Other information of interest 

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The company also publishes an Annual Report on the Remuneration of Board Members, which clearly and concisely outlines the board-approved remuneration policy. The Board submits this report for a consultative vote as a separate agenda item during the General Shareholders’ Meeting.

The Annual Report on Remuneration of Board Members includes detailed information on:

  • Remuneration policy
  • Summary of the application of the remuneration policy
  • Summary of individual retributions perceived by each one of the board members during the year
  • Other information of interest 

To access this document, please visit our corporate website:

 

3 BOARD LEADERSHIP

GENERAL SHAREHOLDERS’ MEETING

The General Shareholders’ Meeting serves as Grifols’ governing body and represents all shareholders as the decision-making body of all matters within its competence. Grifols encourages participation in the Shareholders’ Meeting and does not require a minimum number of shares to attend.

BOARD OF DIRECTORS

 The Board of Directors is Grifols’ highest decision-making body, with the exception of matters that fall under the competence of the General Shareholders’ Meeting.

Above all else, Grifols Board of Directors is responsible for approving the company’s corporate strategy and execution. To this end, it supervises, guides and controls the actions of Grifols management to achieve its established objectives and fulfill stakeholder expectations.

GRIFOLS IS AMONG THE 10 IBEX-35 COMPANIES WITH MORE THAN 80% OF SHARE CAPITAL REPRESENTED IN ITS GENERAL SHAREHOLDERS’ MEETING

BOARD OF DIRECTORS’ COMMITTEES

The company has an Audit Committee and an Appointments and Remuneration Committee. Each comprises a secretary and three members who are appointed based on their knowledge, skills and experience in committee matters, in order to contribute the achievement of the set specific objectives in each committee.  

All committee members are nonexecutive directors of which at least two have to be independent directors. The president of each committee is an independent director.

LEAD INDEPENDENT DIRECTOR

 Beyond legal requirements, and in alignment with best practices in corporate governance, Grifols Board of Directors has a lead independent director who coordinates the independent directors and safeguards and reinforces independence of the Board of Directors.

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