Composition and functions

Board Member% Total shareholdingDate of appointmentPositionCategoryShareholder represented
Mr. Guillermo Fernández Vidal0.183%29/06/2017Non-Executive ChairmanOther external
Mr. Fernando González Sánchez0.131%29/06/2018CEOExecutive
Mr. Enrique Sánchez de León García0.062%29/06/2016Senior Vice-Chairman and Lead DirectorIndependent
Mr. Pedro María Azcárate Palacios0.009%29/06/2016DirectorIndependent
Ms. Ana María Sánchez Tejeda0.009%09/04/2018DirectorNomineeAgencia IDEA
Ms. Laura González-Molero0.009%29/06/2016DirectorIndependent
Ms. Paloma Jiménez Baena0.000%25/06/2020DirectorIndependent
Ms. Carmen Gómez de Barreda Tous de Monsalve0.009%27/02/2017DirectorIndependent
Mr. Alfonso Alonso Durán0.009%09/04/2018DirectorNomineeEricsson España
Mr. Carlos Mariñas Lage0.272%29/06/2018DirectorExecutive

Committees of the Board of Directors

Executive Committee

CategoryMemberStanding
ChairmanMr. Guillermo Fernández VidalOther external
MemberMr. Fernando González SánchezExecutive
MemberMr. Enrique Sánchez de León GarcíaIndependent
MemberMs. Paloma Jiménez BaenaIndependent
MemberMr. Alfonso Alonso DuránNominee

Audit AND COMPLIANCE Committee

CategoryMemberStanding
ChairmanMs. Paloma Jiménez BaenaIndependent
MemberMr. Pedro María Azcárate PalaciosIndependent
MemberMr. Alfonso Alonso DuránNominee

Appointment and Salary Committee

CategoryMemberStanding
ChairmanMr. Enrique Sánchez de León GarcíaIndependent
MemberMs. Laura González-MoleroIndependent
MemberMs. Carmen Gómez de Barreda Tous de MonsalveIndependent

Director equity stake

Board shareholdings

Shareholder name% Stake Dir.% Stake Ind.%TotalCNMV registration date
Mr. Guillermo Fernández Vidal0.1830.0000.18302/01/2019
Mr. Fernando González Sánchez0.1310.0000.13106/09/2018
Mr. Enrique Sánchez de León García0.0620.0000.06222/03/2019
Mr. Pedro María Azcárate Palacios0.0090.0000.00922/03/2019
Ms. Ana María Sánchez Tejeda0.0090.0000.00922/03/2019
Ms. Laura González-Molero0.0090.0000.00922/03/2019
Ms. Paloma Jiménez Baena0.0000.0000.000
Ms. Carmen Gómez de Barreda0.0090.0000.00922/03/2019
Mr. Alfonso Alonso Durán0.0090.0000.00922/03/2019
Mr. Carlos Mariñas Lage0.2720.0000.27203/09/2018

Largest shareholders (non-Board members)

Shareholder name% Stake Dir.% Stake Ind.%TotalCNMV registration date
Eralan Inversiones, S.L.4.1700.0004.17003/07/2018
Telefonaktiebolaget L.M. Ericsson0.0009.6379.63719/06/2018

Professional profile and biography

Guillermo Fernández Vidal|Non-executive chairman

Mr. Fernández Vidal holds Industrial Engineering and Computer Science degrees. Since 2006, Mr. Fernández Vidal has been a counsellor to Telefonica, and a member of the board of directors of Telefónica O2 Czech Republic, Telesp in Brazil, Telefonica Spain, and Telefonica Móviles Spain, a member of the Advisory Boards of Accenture, and NOKIA Spain and also a director of Telefonica R&D.

Formerly, Mr. Fernández Vidal was member of the Board of Directors of Amper, Telefonica Peru, Telefónica Chile, TPI, Terra, Telefonica Moviles, Via Digital, Unisource and Portugal Telecom.

Additionally, Mr. Fernández Vidal has held various management positions within the Telefónica Group, including Managing Director of Business Development, of Affiliate Companies and Contents, General Business Director, Managing Commercial Director and General Manager of Telefónica Spain. He has also been Chairman of Telefonica Systems, CEO of Telefónica Data and assistant to the Chief Executive Officer. Prior to this, Mr. Fernández Vidal also worked at NCR and Entel.

He’s currently the Non-Executive Chairman of Grupo Ezentis.

Fernando González Sánchez|CEO

Mr. González Sánchez holds a degree in Business Administration from the University of Granada and postgraduate degrees from IE Business School, ESADE and the Pontifical University of Salamanca (UPS).

Mr. González Sánchez has over 24 years of experience in leading national and international business groups linked to infrastructure services, transport, tourism and the oil & gas sectors, where he held different roles such as Chief Financial Officer and Managing Director. In 2011, he joined Ezentis, where he currently serves as CEO.

Enrique Sánchez de León García|Senior vice-chairman and lead director (independent)

Mr. Sánchez de León García holds a degree in Economics and Business Science from the College of Financial Studies (CUNEF), and another in Law from the National Distance Education University (UNED); a Diploma in Financial Management and Banking, Foreign Trade and Business Management for the European Communities, from several institutions. He is currently a Director of the Management Advancement Association (APD) since 1998, after serving for 10 years as management assistant at that institution.

Mr. Sánchez de León García is also a member of the Board of the Institute of Directors and Administrators (IC_A), Chairman of the Professional Development Committee of the Institute of Directors and Administrators (IC_A). He is also patron of the Transforma España Foundation and member of the Government Board of the Civil Society Forum.

Pedro María Azcárate Palacios|Director - Independent

Mr. Azcárate Palacios holds a degree in Economics and Business Science from the Complutense University of Madrid (1974). He is a member of, amongst other bodies, the Audit Economist Register (REA) and the Official Auditor Register (ROAC), and the Spanish Accountancy and Business Administration Association (AECA). He was also a member of the Chartered Accountants Institute from 1978, elected by public examination.

Mr. Pedro María Azcárate Palacios holds extensive experience in the supervision, development and completion to the satisfaction of the client of audit and consultancy projects, with a wide range of both organisations and services rendered.

He joined the Bilbao Audit Division of Andersen in 1974. In 1985, he moved to San Sebastián to take charge of the offices in San Sebastian and Pamplona. In 1994 he returned to the Bilbao office as Managing Partner for the Navarre, Basque Region, La Rioja and Cantabria offices where he conducted the professional relationships with the principal clients of Andersen (Banco Guipuzcoano, BBVA, BBK, Caja Cantabria, Provincial Governments, Gamesa, Basque Government, Iberdrola, IBV, MCC, etc.), and joined the Spanish Executive Committee of Andersen.

During the period 1998/2002, he chaired the Economic and Financial Advisory Board of the Guggenheim Foundation in Bilbao. In September 2000, he moved to the Madrid office as National Director, with executive responsibility for the Assurance Services Area (Audit, Financial Consultancy, Transactions and IT Security) at Arthur Andersen. Upon the merger of Arthur Andersen with Deloitte in 2003, he undertook the same duties in the merged company (Deloitte).

Since the year 2004, he has been a member of the World Assurance Executive Committee at Deloitte. He was a member of the Executive Committee of Deloitte in Spain until 31 July 2008. Over those years, he chaired the Deloitte Risks Committee, which supervised the audits of its principal clients (ACS, Banco Santander, BBVA, El Corte Inglés, FCC, Inditex, La Caixa, NH Hoteles, Repsol, etc.). In July 2008, his statutory retirement from Deloitte took place.

Today, he is an entrepreneur with investments in certain photovoltaic production, property and publishing companies. He is a counsellor to several non-listed companies. He is also the auditor to an NGO, a member of the Board of Governors of the Economists' College of Madrid and a member of the governing body of the Audit Economist Register (REA) and the Confederation of Economists' Colleges of Spain (CGEE).

Ana María Sánchez Tejeda|Director - Nominee

Ms. Sánchez Tejeda holds a degree in Economics and Business Administration, a PhD in Economics and is a Member of the Andalusia Public Finance Group of the Andalusian Research Program.

Since 1988, she has been a tenured lecturer in the Area of Applied Economics, Department of Public Finance at the Faculty of Economic Sciences of the University of Málaga. Ms. Sánchez Tejeda has been Associate Dean for Academic Planning at the Faculty of Economic Sciences (1989-1998), Dean of the Faculty of Economic Sciences (1998-2003), Faculty Vice-Chancellor at the University of Málaga (2004-2008) and Vice-Chancellor for University Business Relations (2008-2012).

Ms. Sánchez Tejeda is now a director of the Andalusia Economic and Social Council (since 2010) and a trustee of the Andalusian Studies Centre Foundation (FCEA), since 2001.

Laura González-Molero|Director - Independent

Ms. Laura González-Molero has a degree in Pharmacy from the Complutense University of Madrid and holds an Executive MBA from IE Business School. Ms. Laura González-Molero has over 25 years experience working in large international corporations in the Healthcare and Chemical sectors.

She began her professional career in 1989 at the pharmaceutical company Roche as a representative in the commercial department, and assumed further responsibilities until she reached the position of Commercial Director for Spain and Portugal.

In 2006 she joined Guerbet as Director General, establishing the company in Spain to develop business in this new territory. She has held various positions at Schering Plough and the biotech company Serono where she was in charge of the business in southern and northern Europe. She successfully led the integration of the German group Merck with Serono, becoming the new CEO of the Group in Spain. In December 2011 she was promoted to the position of President in Latin America, based Brazil. In 2014 she assumed the Presidency of Bayer HealthCare LatAm based in the USA until December 2016.

Among the acknowledgements and awards she has received, she was the first woman to be declared Executive of the Year by the Madrid Chamber of Commerce, in 2007. Her most recent award was received in January 2016: "Executive Talent" III Edition CincoDías & Manpower. She is likewise a trustee of the Adecco Foundation and was a member of the National Council of the Management Advancement Association (APD) for eight years.

She is currently an Independent Director of Bankia SA, Viscofan S.A., and Acerinox S.A., where she chairs the Appointment, Salary and Good Governance Committee. and holds the executive post of President of Bayer HealthCare in Latin America, based in the United States. Her extensive experience in markets and continued pursuit of excellence, underpinned at prestigious business schools such as IE, Kelloggs, IMD, INSEAD and Harvard Business School, have led Laura González to become a recognised leader in the sector and an expert in strategy and business transformation as well as Corporate Governance in Europe and Latin America.

Paloma Jiménez Baena|Director - Independent

Ms. Jiménez Baena has a degree in Economics and Business Administration from the Universidad Complutense de Madrid. Master's degree in insurance business from the Escuela de Organización Industrial. She is a chartered accountant from the Spanish Institute of Chartered Accountants and an Official Auditor from the Institute of Auditors.

She has extensive experience in the areas of financial reporting, internal control and financial auditing, as well as being a member of Executive Commissions and Management Committees performing various functions of establishing global strategy, reviewing and approving the monthly management of the business, reviewing the achievement of sales figures, proper management of collections, control of expenses, as well as the proper implementation of global and/or specific projects such as new information systems, new systems for evaluating professionals and cultural changes.

She has also carried out other internal functions such as attending to and monitoring the quality reviews carried out on audit work and other special work by the ICAC regulator and the quality reviews carried out by PwC, as well as innovation projects such as the launch in Spain of the "Women in Pwc" group in coordination with the international firm. She joined C&L (Coopers & Lybrand) in 1976, currently PricewaterhouseCoopers, where she held various positions and responsibilities. She was appointed Partner of the Audit Division in 1988 until 2007.

She is currently an Independent Director of the Board of Directors and Chairman of the Audit Committee in Vidacaixa.

Carmen Gómez de Barreda Tous de Monsalve|Director - Independent

Ms. Gómez de Barreda has a degree in Economics and Business Administration (E2) ICADE, UPComillas 1986-1991 Executive MBA at IESE (Madrid) 1996-1997.

She holds more than 25 years of experience working in large Spanish corporations in the energy, oil, gas and electricity sectors, with experience both in the private and public spheres.

She began her professional career in 1991 in the company Enagás, as a technician in the cogeneration department. In 1994 she joined the international division of Grupo Repsol, where she held different posts. In 1999, she joined Unión Fenosa as Director of the New Business line.

Subsequently, Ms. Gómez de Barreda was appointed Deputy Director for oil markets by the National Energy Commission (CNE). In 2011, she assumed the position of Director of Institutional Relations and Communication at BP Oil Spain, where she was simultaneously a member of the Board of the Association of Petroleum Products Operators (AOP).

She is currently an independent director of Red Eléctrica Corporación, where she also holds the positions of Chair of the Sustainability Committee and is Lead Director. Likewise, Ms. Gómez de Barreda is currently Director-General of the Strategic Oil Reserves Corporation (CORES).

Alfonso Alonso Durán|Director - Nominee

Mr. Alonso Durán holds a degree in Economics and an MBA from the IESE. He was responsible for the design and implementation of the carbon consumption reduction programme at Telefónica, whose objective was to reduce consumption per client by 30% for the Group as a whole, from 2007 to 2011; he was director at Acuntia S.L., a company dedicated to the integration and development of business communications networks, from 2011 to 2015.

From 1984 up to 2011, Mr. Alonso Durán held a variety of posts at Telefónica: from 2007 to 2011, General Manager for Transformation, responsible for IT procurement at the corporate level, and reporting directly to the CEO, and Member of the Operations Committee; from 2009 to 2011, he was Chairman of the Control Body for Telefónica Czech Republic; from 2006 to 2009, Chairman of the Audit Committee of the Control Body of Telefónica Czech Republic, and a director.

He has held various posts at Telefónica Corporación: from 2003 to 2007, he was General Manager for the Strategic, Control and Internal Audit Plan, reporting directly to the CEO; from 2000 to 2003, General Manager for Operations, reporting directly to the COO; from 1999 to 2000, Assistant General Manager for the Strategic, Control and Internal Audit Plan, reporting directly to the Chief Financial Officer (CFO); in 1999, controller, reporting directly to the General Manager for Strategy; from 1998 to 1999 Assistant General Manager for Accountancy and Internal Control, reporting directly to the CEO of Telefónica Spain and Telefónica Corporación.

From 1995-1998, he held the posts of Accounting Systems Manager and CFO of the International Communications and Infrastructures Division, at Telefónica Spain, and from 1984-1995, different positions in the areas of Accounting and Internal Audit. Similarly, from 1974 until 1984, he provided services for the Banco de Bilbao, with his final post there being Head of Accounting and Control in the areas of business and consumer branding.

Mr. Alonso Durán is currently a director of Fractalia (since 2017), a company from the sector of services and technology for remote customer assistance. He is also an Independent Advisor at Corfin Capital Funds, a medium-sized Spanish private equity fund.

Carlos Mariñas Lage|Director – Executive

For a large part of his professional career, Mr. Mariñas has been linked to Telefónica, where he held positions of responsibility as executive chairman of Terra Networks Asociadas (2005-2007), CEO of Telefónica International Wholesale Services and a member of the management committee of Telefónica Latam (2004-2005), CEO of Telefónica Data Spain and member of the management committee of Telefónica Spain (1999-2003).

Mr. Mariñas, who studied Computer Science at the Polytechnic University of Madrid and holds a Diploma in Commercial and Marketing Management from the IE, was the head of Siemens Business Services, and a director and general manager de Siemens Corporate Networks between 1996 and 1999.

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