Top representative body:
Board of Directors

From a regulatory point of view, Alestis' Corporate Governance system is headed by the Company's Bylaws, which represent the maximum expression of the organization's corporate autonomy. Together with the Bylaws, the Board of Directors, making use of its self-regulation authority, has approved the Regulations of the Board of Directors, the purpose of which is to establish its principles of action, regulate its organization and operation and establish the rules of conduct of its members, all of this taking into account the recommendations of good governance generally recognized in international markets.

Alestis is headed by the company's Bylaws, which represent the maximum expression of the organization's corporate autonomy.

From an organic point of view, the Corporate Governance of the organization is composed of:

General Shareholders' Meeting

Defined as the highest deliberative body, through which the corporate will is expressed and the right of members to intervene in decision-making on matters within the competence of the Board is articulated.

Administrative Body

The organization takes the form of a Board of Directors, which is responsible for the management and representation of the company and for ensuring the proper functioning and sustainability of the company.

There are currently no committees created within the Board of Directors.

At present, the Board of Directors is composed of seven members, all of them non-executive, six men and one woman, whose names and surnames are listed below:

  • D. Sebastián Arias Tobalina

    (President)

  • D. Roberto Rey Perales
  • D. Felipe Galán García
  • D. Rafael Barbero
  • D. Javier González de Lara y Sarria
  • D. Manuel Alves Torres
  • Dña. Mercedes Lizana Calvo

The first five Board Members listed above were appointed at the proposal of the majority shareholder, Aciturri Aeronáutica, S.L.U., and the remaining two, at the proposal of the other shareholder, the Sociedad Estatal de Participaciones Industriales, SEPI. That is to say, all of them are proprietary partners, appointed at the proposal of one of the partners.

Shareholding structure (%)

Aciturri

5 Representatives

Sebastián Arias Tobalina
Roberto Rey Perales
Felipe Galán García
Javier González de Lara y Sarria
Rafael Barbero

SEPI

2 Representatives

Manuel Alves Torres
Mercedes Lizana Calvo

The average seniority of the Board of Directors' members is 2.5 years.

The first five directors listed above informed the General Shareholders' Meeting that following the reform of the Capital Companies Act (LSC) regarding the loyalty of the Directors, they could be considered persons related to the parent company (Aciturri Aeronáutica, S. L.U.) and, in the case of Mr. Barbero, also with another company of the Group (Caetano Aeronautic, S.A.), both for having been appointed at the proposal of the former as a partner of the organization, and for holding the position of director in that same company, respectively.  The General Shareholders' Meeting of the organization granted all of them the corresponding waiver of their obligation not to compete with the organization, as provided for in section f of article 229.1/LSC.  Said waiver, which was granted under the protection of article 230.3/LSC since no damage can be expected for the organization and it is a merely positional competition, is strictly limited to the permanent conflict of interest or effective, actual or potential competition that could arise from the fact that the parent company carries out activities identical or similar to those that constitute the corporate purpose of the Organization.

The Board of Directors is basically configured as a supervisory and control body, entrusting the ordinary management of the Company's business to the executive bodies and the Management Team.

The Board of Directors is, in accordance with the provisions of the Law and the Company's Bylaws, the highest administrative and representative body of the Company, being empowered, consequently, to carry out, within the scope of the corporate purpose defined in the Company's Bylaws, any acts or legal business of administration and disposition, by any legal title, except those reserved by law or the Company's Bylaws to the exclusive competence of the General Shareholders' Meeting.

The Board of Directors is basically configured as a supervisory and control body, entrusting the ordinary management of the Company's business to the executive bodies and the management team.

However, the Board of Directors has reserved for itself the power to decide on certain matters, including the determination of Alestis' general policies and strategies, the approval of the annual budget, as well as the establishment of management objective plans. Each year, the management team submits the proposed budget and objectives, including those related to sustainable development, to the Board of Directors for approval.

Specifically, at the end of the 2022 fiscal year, the basic lines of the ESG Plan have been presented to the Board of Directors and several lines of action have been incorporated into the general objectives, aimed at achieving sustainability objectives in the ESG areas.

The Board of Directors meets on a regular monthly basis, as well as as as often as required in extraordinary circumstances.  These meetings are usually held telematically, with a minimum of two face-to-face meetings per year.

The Board of Directors has reserved for itself, as a non-delegable matter and under its power of self-regulation, the determination of the Company's general policies and strategies, which expressly include the Corporate Social Responsibility Policy, the Risk Control and Management Policy and the Corporate Governance Policy, all of which are set forth in the Regulations of the Board of Directors.

Periodically, generally annually, the Management reports to the Board of Directors on the situation, development and evolution of its functions, including the management of environmental and social risks.  The management of economic risks, both its own and those of third parties, is reported to the Board of Directors on a monthly basis.

The Board of Directors is in charge of determining the Company's general policies and strategies, which expressly include the Corporate Social Responsibility Policy, the Risk Control and Management Policy and the Corporate Governance Policy.