Corporate governance

Corporate governance

The board of directors is the company’s highest management and governing body. Implicit in our philosophy is the importance of establishing and complying with the best corporate governance policies. The mission of the board of directors is to act as a prudent guardian of shareholders’ interests and to oversee the management team. In order to fulfil its purposes with the utmost responsibility, the board of directors has established a number of control committees and regulations in line with legal requirements and corporate governance recommendations applicable to listed companies.

Composition of the board of directors and delegated committees

Miembros

de Torres Sanahuja, Santiago
Position
Executive Chairman

He holds a degree in Medicine and Surgery from the Autonomous University of Barcelona, is a Specialist in Clinical Pharmacology, and a Professor at the UAB.

 

He has been Chief Clinical Officer of the Hospital del Mar in Barcelona and has subsequently spent his career in important positions in the public sector: He has been director General of the National Plan on Drugs in the Ministry of Health, Undersecretary of the Ministry of Culture, Undersecretary of the Ministry of Social Affairs, and Senior Expert in the General Secretariat of the European Commission. He was also Delegate in Madrid of the Government of the Generalitat de Catalunya. His experience in the private sector has mainly been in the ICT, Health, and Renewable Energy sectors. He has been Vice-President of Terra Lycos, President of Eolia Tarraco, member of the Advisory Board of Indra, promoter of the Telemedicine company eDiagnostic, and member of the board of directors of Mémora

Santiago de Torres was re-elected as executive director on December 10, 2021 and his term of office runs until December 10, 2025.

 

 

Lozano Fernández, Isabel
Position
Chief Executive Officer

She holds a degree in Law and a master’s degree in Marketing. She has extensive experience in the management of biotechnology and oncology companies at a national and international level.

 

Before joining Atrys, she spent eight years as CEO of PharmaMar (a biopharmaceutical R+D+i company) and five years as CFO of the Zeltia Group.

Isabel Lozano was re-elected as executive director on December 10, 2021 and her term of office runs until December 10, 2025.

Echarri Torres, José Mª
Position
Proprietary Director

He holds a degree in Economics and Actuarial and Financial Sciences from the University of Barcelona, and a master’s degree in Financial Management from ESADE.

 

He was Chief Financial Officer of Oryzon Genomics, S.A. from 2003 to 2007.

He is currently CEO of Inveready Asset Management, S.G.E.C.R., S.A. and president of Grupo Financiero Inveready, companies of which he is a founding member and majority shareholder.

Member of the board of directors of more than 30 companies such as Masmóvil Ibercom, S.A., Agile Contents, S.A., Oryzon Genomics, S.A., Interiorvista, S.L., Palo Biofarma, S.L., and Grupo Natac, S.L.

He has actively participated in dozens of corporate transactions such as the sale of Passwordbank Technologies, S.L., the purchase of Pepephone by Masmóvil, and the sale of Indisys, S.L. to Intel.

José Mª Echarri was re-elected as a proprietary director on December 10, 2021 and his term of office runs until December 10, 2025.

de Lorenzo López, Fernando
Position
Proprietary Director
Appointments and remuneration committee
Member

He holds a degree in Law and a master’s degree from Instituto de Empresa.

 

General Secretary of Grupo Caser, where he also holds, among other positions, the position of president of Caser Residencial S.A. and chairman of the board of directors of Hospital Parque.

He was appointed director of Atrys on 25 May 2018.

Fernando de Lorenzo was re-elected as a proprietary director on June 25, 2018 and his term of office runs until May 25, 2024.

Catá Sala, Aurora
Position
Independent Director
Appointments and remuneration committee
President

She holds a degree in industrial engineering from the Polytechnic University of Catalonia (UPC), and an MBA from IESE Business School.

 

After starting her career at Bank of America in the late 1980s, she joined Nissan in 1991 and spent five years as its financial director. In 1996, she became the General Manager of Radio Televisión Española (RTVE), and in 1999 she became CEO of Grupo Planeta 2010. In 2008 she became a Partner at the headhunting firm Seeliger y Conde, and held that position until 2020.

She has combined her positions in these and other organisations with her work as an independent director in companies such as Atresmedia (2009-2021), Repsol (2021), and Banco Sabadell (2015). In the latter two companies, she is a member of the appointments and remuneration committees and chairs the remuneration committee. She has also been a director of the Catalan Finance Institute, Abantia, and Service Point, among other companies.

Aurora Catá has also chaired Barcelona Global since 2020 and is also a trustee of the Cellnex Foundation.

Aurora Catá was appointed independent director on December 10, 2021 and her term of office runs until December 10, 2025.

Baselga de la Vega, Antonio
Position
Proprietary Director

He holds a degree in Law from the Complutense University of Madrid and a master’s degree in Science from the University of Wales, Institute of Science and Technology (UWIST).

 

He is CEO and founding partner of Geniova Technologies, a dental company in which the Swiss multinational Straumann Group has a stake.

From 1986 to 1992, he was Vice President of Bankers Trust Company Sucursal en España. From 1992 to 2008, he was a founding member and Managing Director of Bridgepoint Capital in Spain.

Since 2008, he has dedicated part of his time to entrepreneurship, promoting and participating as an investor in various consumer companies and technology startups. He is also Senior Advisor at Avior, a 100% independent private equity firm focused on investing in Spanish companies.

He was appointed director of Atrys on 17 October 2019.

Antonio Baselga was appointed proprietary director on October 17, 2019 and his term of office runs until October 17, 2025.

 

Piqué i Camps, Josep
Position
Independent Director
Audit committee
Audit committee Chairman of the Audit Committee

He holds a degree with honours and a PhD in Economics and Business Administration Cum Laude, and a degree in Law from the University of Barcelona.

 

He has been Minister of Industry and Energy (1996-2000), Minister Spokesman (1998-2000), Minister of Foreign Affairs (2000-2002), and Minister of Science and Technology (2002-2003).

In recent years, he has held leading positions in private companies and on boards of directors (Vueling Airlines, Bodaclick, Ercros, AT Kearney, Spencer Stuart, and ING Spain, among others).

He is currently Chairman of the board of directors of ITP Aero and a member of the board of directors of Abengoa, Seat, and Amadeus. He is also a member of the Board of Trustees of several foundations and chairs the Fundación Iberoamericana Empresarial (FIE). He also chairs the Spain-Japan Council Foundation and its Forum.

Josep Piqué was appointed independent director on October 17, 2019 and his term of office runs until October 17, 2025.

 

Cano Fernández, Jaime
Position
Independent Director
Audit committee
Member
Comisión de nombramientos y retribuciones
Member

He holds a degree in Law from the University of Cantabria and has taken several courses at IESE and the New York Institute of Finance.

 

He held the position of Internal Audit Director at the Banco Santander Group in the United States. He was manager of said bank in Bolivia, director with investors, analysts, and investors in New York and executive vice-president in Colombia until 2005.

Since 2015, he has been a member of Howden’s advisory board for LatAm, advisor to BNP Cardif Mexico, and advisor to El Corte Inglés, among others.

Jaime Cano was appointed independent director on May 24, 2016 and his term of office runs until May 24, 2022.

del Barrio Seoane, Jaime
Position
Independent Director
Audit committee
Member
Appointments and remuneration committee
Member

He holds a degree in Medicine from the University of Cantabria, and is a specialist in Internal Medicine.

 

He has been an assistant doctor at the Marqués de Valdecilla University Hospital.

In 1995, and for two full terms of office, he was responsible for the implementation of the Regional Plan on Drugs in Cantabria and was Minister of Health and Social Services of the Government of Cantabria.

For 11 years he led the Roche Institute and in 2015, he joined EY (formerly Ernst & Young) as Senior Advisor.

Jaime del Barrio was appointed independent director on May 24, 2016 and his term of office runs until May 24, 2022. Jaime del Barrio is also a coordinating director

López Porta, Anabel
Position
Proprietary Director

She holds a degree in Law from the University of Barcelona, a postgraduate degree in Labour Law, and a PDG (General Management Programme) qualification from IESE Business School.

 

She began her career at Grupo Godó in 1995, in the Sales and Finance department and eventually the Controlling department. Anabel López Porta joined Fersa Energías Renovables in 2004 as Assistant General Manager, participating in its IPO in May 2007. Throughout her career at Fersa, she participated in the development of the portfolio of energy generation projects as well as in the implementation of the divestment plans for these projects, at both a national and international level.

Appointed Operations Director in 2011, she was directly involved in all of the company’s corporate operations and took over as General Manager in July 2015, fully managing the sale of the Fersa group, which culminated in a takeover bid by Audax Energía, S.A. Subsequently, in 2019, she was 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 focus on the production of 100% renewable energy, as well as the supply of 100% renewable electricity and gas.

She is a member of the board of directors and of the audit and nomination and remuneration committees of Audax Renovables. She is also a member of the board of directors of Ezentis and of its audit committee.

Anabel López was appointed proprietary director on December 10, 2021 and her term of office runs until December 10, 2025.

González Sans, Maria Rosa
Position
Proprietary Director

She was a founding partner of Mediaworks, S.A., an advertising media centre, for 11 years, having formed part of the energy group Audax Energía since its inception in 2008.

 

Throughout her career in the Audax group, she has held positions of responsibility related to the areas of administration, finance, and human resources, which has given her a cross-sectional vision of the business. Since 2016, she has led the development and expansion of the Audax Group’s Italian subsidiary, where she has also been a board member since 2018.

Subsequently, in 2019, she was 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 focus on the production of 100% renewable energy, as well as the supply of 100% renewable electricity and gas.

She is currently Corporate Director and a Director of Audax Renovables.

Mª Rosa González was appointed proprietary director on December 10, 2021 and her term of office runs until December 10, 2025.

Santos Juvé, Óscar
Position
Proprietary Director

He holds a degree in Economics from the University of Barcelona.

 

He has spent 21 years of his career at Bankinter and Bankia, always in different positions in the Corporate Banking area. In 2016 he joined ASPY Prevención, S.L.U. as Business Development Director for six months, later assuming the position of General Manager of the company. On 26 June 2019, he was appointed Director of ASPY Prevención, S.L.U.
He is currently General Manager of Audax Renovables.

Óscar Santos was appointed proprietary director on December 10, 2021 and his term of office runs until December 10, 2025.

Castañeda González, Alberto
Position
Non-director Secretary
Audit committee
Non-director Secretary
Appointments and remuneration committee
Non-director Secretary

He holds a degree in Law from the Complutense University of Madrid, 1995. LL.M. from Leibniz University Hannover (Germany), 1996; Advanced Programme in
Telecommunications, Media and Information Technology Law, Instituto de Empresa, 2001; American Law Programme, Columbia University, New York, 2009. 

 

Founding partner of Castañeda Abogados (2002). Secretary of the board of directors of many companies belonging to Spanish and international groups, including Masmovil Ibercom, the fourth-largest telecommunications operator in Spain, Xfera Consumer Finance EFC, Kreab Iberia, and Minerals Technologies. He has over 25 years of experience in advising in the field of Corporate Law.

Camuñas Caruana, Gabriela
Position
Non-director vice-Secretary
Audit committee
Non-director vice-Secretary
Appointments and remuneration committee
Non-director vice-Secretary

She holds a degree in Law and Business Administration and Management (ADE) from the Universidad Pontificia de Comillas (ICADE E-3). She holds a master’s degree in International Legal Studies (LL.M) from Georgetown University (Washington DC).

 

Gabriela is the legal head of the entire Atrys Group. Prior to joining Atrys, she worked at various national and international law firms (Cuatrecasas, Linklaters, and Pinsent Masons) specialising in corporate law and M&A.

She joined Atrys in September 2020 and was appointed non-director vice-secretary on 27 October 2020.

Corporate Governance Documents

Articles of Association of Atrys Health S.A.

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Regulations of the General Shareholders’ Meeting

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Regulations of the Board of Directors

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Regulations in the field of the Securities Market

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Remuneration Policy for Directors 2022, 2023, and 2024

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Policy for communication and contacts with shareholders, institutional investors and proxy advisors

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EN General Meetings and information for shareholders

2022

Extraordinary General Shareholders’ Meeting 10 December 2021

Announcement of call for tenders

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Number of shares and voting rights

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Full text of the proposed resolutions to be submitted for approval at the General Shareholders’ Meeting

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Report of the Board of Directors on the proposed capital increase by offsetting claims

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Certification of the auditor of the company’s accounts ex 301 of the LSC

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The attendance, proxy and remote voting card form

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Rules and information on the means and procedures for granting proxies at the General Shareholders’ Meeting and remote voting

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Rules and information on how the shareholder can exercise his right to information

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Access to the electronic voting and proxy platform
Attendance, proxy and remote voting procedures
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Access to the electronic forum
Rules of operation of the electronic shareholder forum
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2021

Extraordinary General Shareholders’ Meeting 10 December 2021

Agenda of the General Shareholders’ Meeting of 10 December 2021.

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Merger Project between Instituto de Estudios Celulares y Moleculares I.C.M S.A.U. and Atrys Health S.A.

Atrys-ICM merger plan

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Atrys-ICM merger announcement

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Atrys merger agreements CDA

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Atrys and ICM Articles of Association

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Atrys 2018-2020 balance sheets

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ICM 2018-2020 balance sheets

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Identification details of the directors of Atrys and ICM

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Ordinary General Shareholders’ Meeting of 24 June 2021

Notice of meeting.

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Full texts of the proposed resolutions.

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Consolidated and Individual Annual Accounts and Consolidated and Individual Management Report for the 2020 financial year, together with the auditor’s report.

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Report issued by the Audit Committee on the independence of the auditor in the 2020 financial year.

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Report issued by the board of directors on the proposed capital increase by offsetting receivables together with the auditor’s certification.

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Reports of the board of directors and the Appointments and Remuneration Committee on the appointment of Ms Anabel López Porta, Ms María Rosa González Sans, and Mr Óscar Santos Juvé as new board members.

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Current Articles of Association.

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Regulations of the General Shareholders’ Meeting in force.

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Extraordinary General Shareholders’ Meeting of 25 March 2021.

Notice of the Extraordinary General Shareholders’ Meeting.

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Full texts of the proposed resolutions.

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Report issued by the Board of Directors and certification from BDO in relation to the capital increase by offsetting receivables.

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Reports issued by the Board of Directors and Mazars, as independent expert, in relation to the capital increase through a non-monetary contribution.

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Current Articles of Association.

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Current regulations of the General Meeting. (view PDF)

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2020

Extraordinary General Shareholders’ Meeting of 21 December 2020

Notice of Extraordinary General Shareholders’ Meeting

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Full texts of the proposed resolutions

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Report issued by the Board of Directors and certification from BDO in relation to the capital increase by offsetting receivables

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Report issued by the Board of Directors in relation to the proposed delegation of authority to the board to increase capital

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Current Articles of Association

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Current regulations of the General Meeting

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Ordinary General Shareholders’ Meeting of 17 July 2020

Notice of Meeting

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Full texts of the proposed resolutions

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Individual Annual Accounts, Individual Management Report, and Auditor’s Report for the 2019 financial year

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Consolidated Annual Accounts, Consolidated Management Report, and Auditor’s Report for the 2019 financial year

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Report issued by the Audit Committee on the independence of the auditor for the 2019 financial year

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Report issued by the board of directors on the proposed capital increase, together with the report of the independent expert (Grant Thornton, S.L.P.)

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Report issued by the board of directors on the proposed issue of convertible debentures, together with the report of the independent expert (Grant Thornton, S.L.P.)

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Report issued by the board of directors on the proposed amendment of art. 10.3 of the Articles of Association

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Report issued by the board of directors on the proposed inclusion of a new article 11 bis of the Regulations of the General Shareholders’ Meeting

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Current Articles of Association

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Regulations of the General Shareholders’ Meeting in force.

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Ordinary General Shareholders’ Meeting of 25 May 2018

Notice of the Extraordinary General Shareholders’ Meeting of 27 June 2017. Read the notice of meeting and documentation attached to the items on the agenda

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Notice of the Extraordinary General Shareholders’ Meeting of 27 June 2017. Read the notice of meeting and documentation attached to the items on the agenda

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2019

Extraordinary General Shareholders’ Meeting of 17 December 2019

Notice of the Extraordinary General Shareholders’ Meeting of 17 December 2019

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Resolutions adopted at the Extraordinary General Shareholders’ Meeting of 17 October 2019

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Extraordinary General Shareholders’ Meeting of 17 October 2019

Notice of the Extraordinary General Shareholders’ Meeting of 17 October 2019

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Resolutions adopted at the Extraordinary General Shareholders’ Meeting of 17 October 2019

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Ordinary General Shareholders’ Meeting of 31 May 2019

Notice of the Ordinary General Shareholders’ Meeting of 31 May 2019

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Resolutions adopted at the Ordinary General Shareholders’ Meeting of 31 May 2019

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2018

Extraordinary General Shareholders’ Meeting of 22 December 2017

Notice of the Extraordinary General Shareholders’ Meeting of 22 December 2017

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Resolutions adopted at the Extraordinary General Shareholders’ Meeting of 19 December 2018

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Ordinary General Shareholders’ Meeting of 25 May 2018

Notice of the Extraordinary General Shareholders’ Meeting of 25 May 2018

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Resolutions adopted at the Extraordinary General Shareholders’ Meeting of 22 December 2017

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2017

Extraordinary General Shareholders’ Meeting of 19 December 2017

Notice of the Extraordinary General Shareholders’ Meeting of 19 December 2018

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Resolutions adopted at the Extraordinary General Shareholders’ Meeting of 22 December 2017

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Ordinary General Shareholders’ Meeting of 27 May 2017

Notice of the Extraordinary General Shareholders’ Meeting of 27 June 2017

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Resolutions adopted at the Extraordinary General Shareholders’ Meeting of 27 June 2017

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Capital Increase Documentation

Atrys Health S.A. Registration Document. (03/02/2022)

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Securities Note on the admission to trading of the shares of Atrys Health, S.A. on the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges through the Spanish Stock Exchange Interconnection System (SIBE). (03/02/2022)

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Capital Increase Document (CRD) March 2021

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Capital Increase Document (CRD) July 2020

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Capital Increase Document (CAD) October 2019

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Capital Increase Document (CRD) December 2017

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MAB Listing Information Document (DIIM) June 2016

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General Bondholders’ Meeting

Bondholders’ Meeting

Notice and Agenda of the Bondholders’ Meeting of the Convertible Bond on 13 December 2021

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Notice and Agenda of the Bondholders’ Meeting of the MARF Bond Programme on 13 December 2021

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Notice and Agenda of the Bondholders’ Meeting of the Convertible Bond on 16 February 2021

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Notice and Agenda of the Bondholders’ Meeting of the MARF Bond Programme on 16 February 2021

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Bond Issues Documentation

Basic Informative Document of Incorporation of Medium and Long Term Securities to the Alternative Fixed-Income Market (MARF) of July 2020

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