We collaborate with integrity, honesty and transparency.
Aerial view of the entry into the Panama Canal
The Company’s ultimate decision-making body is the General Shareholders’ Meeting. It represents all Sacyr Group shareholders, and thus all of its share capital. At the General Meeting, the shareholders make decisions on matters placed within their review either by law or the company bylaws, including, merely by way of example, the approval of the financial statements, the allocation of profit or loss and the approval of corporate management, as well as the appointment and removal of directors, amendments to the company bylaws, and approval of the director remuneration policy.
In all areas other than those reserved for shareholders at the General Meeting, the Board of Directors is the Company’s main decision-making body. The main responsibilities thereof include the approval of the Company’s general strategies and policies.
Sacyr’s Board of Directors had 14 members at 31 December 2016: 1 executive director, 9 proprietary directors, 3 independent directors and 1 non-executive director and an external one.
This composition ensures that the Board remains vigilant concerning profitability for all shareholders and monitors strict compliance with the company’s strategy.
The Sacyr Group’s Regulatory Compliance Model includes a Code of Conduct and has established a Regulatory Compliance Unit, which is responsible for overseeing the Code and ensuring it is applied throughout the Group.
The Regulatory Compliance Model is also made up of a Conduct Hotline that has the following two functions: one for consultation, and another to report breaches of the rules set out in the Code of Conduct and, in general, in the Regulatory Compliance Model. The latter function ensures the confidentiality of the person reporting the breach and respect for the rights of the person reported.
The Board of Directors’ Regulations specifically govern the procedures for avoiding conflicts of interest within the maximum governing body. In this regard, directors are required to notify the Board of any potential direct or indirect conflict between their own interests and those of the company. In the event of a conflict, the director affected shall restrain from participating and voting in the deliberations on the transaction to which the conflict relates.
The Board Regulations also state that the Audit and Corporate Governance Committee is responsible for reporting information regarding transactions with Sacyr directors or related parties.
The Internal Code of Conduct regulates management of insider information, significant events, transactions carried out on their own account by individuals subject to this code, and transactions involving treasury shares and related party transactions.
The Group’s risk control and management policy is developed through a Risk Analysis Regulation specific to each business area that allows: