The superior governing body is the Board of Directors, which must be formed by a minimum of five members and a maximum of 15. Currently the Board of Directors is formed by ten Directors, three of which are Executive Directors (Gabriel Escarrer Juliá, Sebastián Escarrer Jaume and Gabriel Escarrer Jaume), three are External Directors (Juan Vives Cerdá, HOTELES MALLORQUINES CONSOLIDADOS, represented by Maria Antonia Escarrer Jaume and CAJA DE AHORROS DEL MEDITERRANEO, represented by Armando Sala Lloret) and four are Independent Directors (José María Lafuente López, Emilio Cuatrecasas Figueras, Eduardo Punset Casals and Alfredo Pastor Bodmer). The Chairman of the Board of Directors, Gabriel Escarrer Juliá, is not the chief executive of the company.
There are also three delegate committees: the Audit and Compliance Committee, the Appointments and Remuneration Committee and the Strategy Committee.
The Audit and Compliance Committee is formed by three members: two Independent Directors and an Executive Director, plus a non executive Secretary. .
The members of the Committee of Audit are:
| NAME | POSITION | TYPE |
|---|---|---|
| Eduardo Punset Casals |
Chairman | Independent Director |
| Sebastián Escarrer Jaume | Executive Director | |
| José María Lafuente López | Independent Director and Secretary |
Amongst its functions, the Audit Committee examines compliance with the Internal Code of Conduct on Stock Markets, examines the regulations of the Board of Directors and the corporate governance rules in general, as well as making proposals for improvement. It must also be informed of and monitor all processes related to financial information and internal control systems.
The Appointments and Remuneration Committee is formed by four members: an Independent Director, an External Director and two Executive Directors, plus a non executive Secretary.
The members of the Committee of Appointments and Remuneration are:
| NAME | POSITION | TYPE |
|---|---|---|
| Hoteles Mallorquines Consolidados S.A. |
Chairman | External Director |
| Sebastián Escarrer Jaume |
Executive Director | |
| Gabriel Escarrer Jaume |
Executive Director | |
| Alfredo Pastor Bodmer | Independent Director |
Amongst its functions, the Appointments and Remuneration Committee formulates and reviews the criteria that govern the composition of the Board of Directors and the selection of candidates. It is also responsible for proposing to the Board any appointments of board members so that the board may designate them by cooptation, or submit them for approval to the Shareholders’ Meeting.
The Strategy Committee is formed by five members: an Independent Director, two External Directors and two Executive Directors.
The members of the Committee of Strategy are:
| NOMBRE | CARGO | TIPOLOGÍA |
|---|---|---|
| Juan Vives Cerdá |
Chairman | External Director |
| Hoteles Mallorquines Asociados S.A. | Secretary | External Director |
| Sebastián Escarrer Jaume | Executive Director | |
| Gabriel Escarrer Jaume | Executive Director | |
| Alfredo Pastor Bodmer | Independent Director |
Amongst its functions, the Committee of Strategy informs and proposes the company’s medium and long term strategic plans to the Board of Directors, as well as any relevant strategic decisions, actively participating in the definition and review of company strategy. It also informs and advises the Board on the basic principles and goals of the Strategic Plan valid at any given time. It also defines the development of new business areas, both on a national and international level. It reports on any investments or divestments which involve amounts that require their submission to the Board of Directors, and monitors the implementation of the organisational model, guaranteeing the transmission of the company’s culture and values and collaborating in the external and internal communication process for the model, culture and values.