Composition and functions

Board Member% Total shareholdingDate of appointmentPositionCategoryShareholder represented
Mr. Enrique Sánchez de León García0.120%29/06/2016Non-Executive ChairmanIndependent
Mr. Fernando González Sánchez0.209%29/06/2018CEOExecutive
Mr. Pedro María Azcárate Palacios0.058%29/06/2016DirectorIndependent
Ms. Ana María Sánchez Tejeda0.009%09/04/2018DirectorNomineeAgencia IDEA
Ms. Laura González-Molero0.023%29/06/2016DirectorIndependent
Ms. Paloma Jiménez Baena0.000%25/06/2020DirectorIndependent
Ms. Carmen Gómez de Barreda Tous de Monsalve0.009%27/02/2017DirectorIndependent
Mr. Carlos Mariñas Lage0.329%29/06/2018DirectorExecutive
Mr. Eduard Romeu Barceló0.000%26/02/2021DirectorNomineeEléctrica Nuriel, S.L.U.
Ms. Anabel López Porta0.000%26/02/2021DirectorNomineeEléctrica Nuriel, S.L.U.
Mr. Jorge de Casso PérezGeneral and Board Secretary
Ms. Naiara Bueno AybarNon-Director Deputy Secretary of the Board of Directors

Committees of the Board of Directors

Executive Committee

CategoryMemberStanding
Non-Executive ChairmanMr. Enrique Sánchez de León GarcíaIndependent
MemberMs. Paloma Jiménez BaenaIndependent
MemberMs. Carmen Gómez de Barreda Tous de MonsalveIndependent
MemberMr. Eduard Romeu BarcelóNominee
MemberMr. Fernando González SánchezExecutive

Audit AND COMPLIANCE Committee

CategoryMemberStanding
ChairmanMs. Paloma Jiménez BaenaIndependent
MemberMr. Pedro María Azcárate PalaciosIndependent
MemberMs. Anabel López PortaNominee

Appointment and Salary Committee

CategoryMemberStanding
ChairmanMs. Carmen Gómez de Barreda Tous de MonsalveIndependent
MemberMr. Pedro María Azcárate PalaciosIndependent
MemberMs. Laura González-MoleroIndependent

Director equity stake

Board shareholdings

Shareholder name% Stake Dir.% Stake Ind.%TotalCNMV registration date
Mr. Enrique Sánchez de León García0.1200.0000.12022/03/2019
Mr. Fernando González Sánchez0.2090.0000.20906/09/2018
Mr. Pedro María Azcárate Palacios0.0580.0000.05822/03/2019
Ms. Ana María Sánchez Tejeda0.0090.0000.00922/03/2019
Ms. Laura González-Molero0.0230.0000.02322/03/2019
Ms. Paloma Jiménez Baena0.0000.0000.000
Ms. Carmen Gómez de Barreda0.0090.0000.00922/03/2019
Mr. Carlos Mariñas Lage0.3290.0000.32903/09/2018
Mr. Eduard Romeu Barceló0.0000.0000.00026/02/2021
Ms. Anabel López Porta0.0000.0000.00026/02/2021

Largest shareholders (non-Board members)

Shareholder name% Stake Dir.% Stake Ind.%TotalCNMV registration date
Francisco José Elías Navarro0.00028.57128.57118/06/2021
Eralan Inversiones, S.L.4.1700.0004.17003/07/2018

Professional profile and biography

Enrique Sánchez de León García|Non-executive chairman

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. Since November 2020 he has been 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.

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 has more than 29 years of professional in the oil, gas and electricity sectors.

She began her professional career in 1991 at the company Enagás, in the cogeneration department. In 1994 she joined the Repsol Group where she continued her professional career in the International Division, in Repsol Petróleo and in Repsol Comercial. In 1999, she joined Unión Fenosa as Director of the New Business line.

Subsequently, Ms. Gómez de Barreda was appointed Deputy Director of oil markets at 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 Oil Product Operators (AOP).

Until January 2021, Ms. Gómez de Barreda has been the General Manager of Corporación de Reservas Estratégicas de Productos Petrolíferos (CORES) for eight years.

She is currently an independent director of Red Eléctrica Corporación, where she also holds the positions of chairwoman of the Audit Committee and Lead Director, having been chairwoman of both the Appointments and Remuneration Committee and the Sustainability Committee. She is a member of the Advisory Board of Grupo Antolin, where she chairs the Corporate Governance, Compliance and Sustainability Committee.

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.

Eduard Romeu Barceló|Director - Nominee

Mr. Romeu Barceló holds a degree in Economics. He developed his professional career at Banco Santander for 20 years as head of the corporate division for the most part. Subsequently, he joined Bankia as head of Corporate until June 2015.

With an extensive experience in finance and banking, in July 2015 he joined the Audax Energía group as Corporate Director and has been directly involved in the reverse merger operation between Audax Energía and Fersa Energía Renovables, resulting in the Audax Renovables Group, an independent energy group whose activities are focused on the production of 100% renewable energy, as well as the supply of 100% renewable electricity and gas.

He is currently Vice-Chairman of the Board of Directors of Audax Renovables. He is also a member of the Board of Directors of several subsidiaries of the Excelsior Times Group and the Audax Renovables Group.

Anabel López Porta|Director - Nominee

Ms. López Porta holds a degree in Law from the University of Barcelona, a postgraduate degree in Labour Law and a PDG from IESE Business School. She began her professional career at Grupo Godó in 1995, in the Sales, Finance and finally Controlling Departments. Ms. López Porta joined Fersa Energías Renovables in 2004 as Deputy General Manager and participated in its IPO in May 2007. Reporting directly to the General Management and the Board of Directors throughout her career at Fersa, she participated in the development of the portfolio of energy generation projects in their different phases: promotion, financing, construction and operation, as well as in the execution of the disinvestment plans of these projects both nationally and internationally.

Appointed Director of Operations in 2011, she was directly involved in all of the company's corporate operations and took over as General Manager in July 2015, managing the entire sale of the Fersa group, which culminated in a takeover bid by Audax Energía, S.A.

Subsequently, in 2019, she participated directly in the reverse merger operation between Audax Energía and Fersa Energía Renovables, resulting in the Audax Renovables Group, an independent energy group whose activities are focused on the production of 100% renewable energy, as well as the supply of 100% renewable electricity and gas.

She is currently General Manager of Generation at Audax Renovables, responsible for reporting to the Board of Directors and its Committees, to the CNMV and a member of the Board of Directors in various subsidiaries of the Audax Group.

Jorge de Casso Pérez|General and Board Secretary

General and Board Secretary since November 2015, and Corporate Legal Affairs Director from February 2006.

Jorge de Casso Pérez holds a degree in Law from the Autonomous University of Madrid and a Master's in Legal Practice and Advocacy from Carlos III University, in Madrid.

He has more than 18 years of professional experience. Prior to joining Grupo Ezentis, he worked at the Procedural Law department of the law firm Ramón & Cajal Abogados (2003-2006) and before then, belonged to the law firm of Mr. Mariano Muñoz Bouzo (2000-2003). He has been a practising member of the Lawyers' College of Madrid since 2000.

Naiara Bueno Aybar|Non-Director Deputy Secretary of the Board of Directors

Ms. Bueno Aybar holds a law degree from Pompu Fabra University, specialising in economics. She is a partner in the commercial law department of Garrigues, the firm where she has spent the whole of her professional career. She is particularly specialised in banking, debt restructuring (including pre-bankruptcy advice), finance and insurance, venture capital, collective investment institutions, issuance of debt and equity instruments, as well as integrated commercial advice, including advice on corporate governance (operation and/or resolution of conflicts in corporate bodies).

Among other fields, she is active in the corporate and project finance practice. He advises on a recurring basis on regulatory, financial and corporate aspects of national and international acquisition transactions, structural modifications and debt and/or business restructuring, including advice on securities market law, through the provision of legal services to listed companies. She also has proven national and international experience in takeover bids.

Associate professor at ESADE Law School (Ramon Llull University) in Barcelona, where she teaches commercial and corporate law.

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