Corporate Governance
Lar España’s commitments are reflected in its Corporate Governance Policy, which sets out the core aspects of, and the Company’s commitments regarding, corporate governance. This policy forms an essential part of its internal regulations. It has been drawn up having regard to prevailing applicable legislation and the recommendations laid down in the Good Governance Code for listed companies approved by the Spanish National Securities Market Commission (CNMV). The general principles enshrined therein apply to the entire organisation.
​
Lar España is currently working on the roll-out of an Action Plan for 2021 and 2022 that ensures compliance with prevailing regulations and puts the Company on a par with the main Spanish and international benchmarks with regard to corporate governance.
​
Ensuring strong governance by means of transparency, ethics, corporate social responsibility and regulatory compliance.
Improving the activities, selection, remuneration and training of directors in terms of management and transparency.
Making progress on evaluating and improving the performance of the Board of Directors.
Lar España’s commitment to following best practices in the field of corporate governance is reflected in its alignment with the CNMV’s Good Governance Code. The Company complies fully with 98.4% of the applicable recommendations set down in the Code, and partially with the rest (1.6%). The above figures reflect a considerable improvement in the level of compliance with the recommendations set out in the Code of Good Governance, as now there is just one of the 64 points with which the Company only complies partially.
​
The Lar España Annual Corporate Governance Report (ACGR) includes detailed information on
the structure and functioning of its governing bodies, as well as the oversight of corporate governance best practices and recommendations.
​
Oversight of ESG matters
Elsewhere, the Board of Directors of Lar España places great importance on ongoing adaptation and improvement with respect to ESG matters at the Company. In 2021, the Board reviewed the Company’s progress with respect to ESG and has overseen each of the steps taken by Lar España in this connection, as well as its achievements and work in progress.
It is also tasked with supervising the Company’s sustainability policies and strategies. Its duties are delegated to the Appointments, Remuneration and Sustainability Committee, which is responsible for compliance with the ESG policy, monitoring the ESG strategy and practices and assessing the level of compliance before reporting to the Board of Directors.
​
Internal Rules on Governance
​
The good governance system, understood as the suite of rules, principles and procedures that regulate the structure and functioning of the governing bodies in a company, establishes relationships between the different members and determines the rules for decision-making.
Lar España’s Internal Governance Rules are the backbone of the Company and reflect the commitments undertaken by management and the culture of the organisation as a whole.
Lar España’s Sustainability/ESG policy
​
Lar España is committed to sustainability and the creation of long-term value, to which end it has developed a business model that meets stakeholders’ needs and expectations and generates socially responsible externalities. This policy was drawn up in 2015 and amended in 2018 and 2020. It is approved by the Board of Directors, which demonstrates the company’s commitment to sustainability/ESG. The policy sets out the core principles and values that should provide the basis for managing and running Lar España and its investees, namely:
​
-
Business ethics and integrity.
-
Creation of shared value.
-
Environmental management.
-
Property accessibility.
-
Responsible and sustainable supplier relations.
-
Commitment to employees and talent development.
-
Tax responsibility.
-
Transparency.
Governing bodies
​
The General Shareholders Meeting is Lar España’s highest decision-making and control body, articulating the shareholders’ right to take part in essential company decisions that fall within their purview.
Share capital at 31 December 2021: Lar España performed a capital reduction in 2021, following which its share capital stood at:
Functioning and activities
General Shareholders Meeting Regulations,
Ordinary General Meeting of Shareholders
​
Share capital (€)
167,385,938
Free Float
66.7 %
Number of shares
83,692,969
Dialogue with shareholders, investors and proxy advisors:
Policy on Information, Communication, Contacts and Involvement
The composition of the Board of Directors in 2021 was the same as in the two previous years. At the General Shareholders Meeting held on 21 April 2021, Mrs. Isabel Aguilera was re-elected as independent director.
The Board of Directors was thus made up of seven directors at 31 December 2021, of which five were independent and two proprietary. (*)
​
(*) On 13 December 2021, Mr. Laurent Luccioni tendered his resignation as member of the Appointments, Remuneration and Sustainability Committee. Additionally, on 28 January 2022, following the sale by PIMCO Bravo II Fund L.P. of all of its shares in Lar España, Mr. Laurent Luccioni tendered his resignation as member of the Board of Directors.
​
In 2021, 28.6% of the company’s directors were female. The Board of Directors of Lar España has set itself a target of at least 40% of the board membership being female by 2022, thus enabling a balance to be achieved between women and men in respect of decision-making.
​
Risk and opportunity management
In 2015 Lar España implemented an integrated risk management system to ensure that risks are identified, evaluated, managed, and controlled correctly and systematically, thereby helping to fulfil the Company’s strategies and objectives. The integrated risk management system works on a comprehensive and ongoing basis, and risk management is further consolidated at corporate level by business unit, subsidiary, and support area.
​
The ERM system’s mission is to ensure a reasonable level of assurance regarding the company’s ability to achieve its strategic and operating objectives. The system is aligned with the key guidelines established in the “Enterprise Risk Management —Integrating with Strategy and Performance (ERM 2017)” published by COSO (Committee of Sponsoring Organizations of the Treadway Commission).
Business ethics and compliance
​
Lar España has developed a compliance framework with the aim of ensuring transparency and integrity in all of its actions and to meet all the commitments acquired. The Company is working on establishing the necessary control systems to ensure regulatory compliance and serve as an internal framework for conduct. The following are salient among the mechanisms implemented:
​
-
Anti-money Laundering Model.
Ethics and compliance are vitally important to Lar España and the way it conducts its business. The Company has therefore established various policies and procedures, to ensure the utmost integrity in its work and in order to meet its commitments.