21 March, 2017

Neinor Homes strengthens its corporate governance for its upcoming IPO

The company appoints a Board of Directors with the highest standards of corporate governance

noticia

In line with its intention to list on the Spanish Stock Exchange, Neinor Homes – the leading Spanish residential developer – has approved the corporate agreements inherent in a company that seeks to apply the highest standards of corporate governance.

In this sense, the company has defined the composition of its Board of Directors via the appointment of three independent directors, in compliance with the recommendations of the Code of Good Governance.

Ricardo Marti Fluxa, Anna M. Birules and Alfonso Rodes, are highly qualified professionals with outstanding experience in the business and public environment. Their profiles are in line with the need to engage autonomous figures with no particular, financial or proprietary interests in the company’s Board of Directors.

Ricardo Marti Fluxa will be the non-executive Chairman of the Board of Directors, and the Appointments and Remuneration Committee. Fluxa is a noted Spanish diplomat with outstanding expertise in the academic, public and business environment. He was Secretary of State for Security between 1996 and 2000, and is currently a Board Member of Arcano Capital, Liteyca, and Proa Capital, as well as the Chairman of Instituto Tomas Pascual de Salud y Nutricion. Furthermore, Ricardo Marti Fluxa is Chairman of Asociacion de Consultoras Inmobiliarias (ACI), the organisation that represents the interests of the Spanish property sector, and promotes professional and accountability standards.

Anna M. Birules was Minister of Science and Technology between 2000 and 2002. Throughout her professional career she has held various positions of responsibility – CEO of Retevision, Founder and Board Member of Eresmas and Amena (currently Orange), and Vice Chairman of Renta Corporacion. Birules is currently an independent Board Member of the insurance company Grupo Pelayo and the financial institution Mediolanum. She is also Chairman of the Finaves fund (IESE Business School) and a Member of ESADE’s Professional Board.

For its part, Alfonso Rodes is Global Deputy General Manager of the communications holding Havas Group, CEO of Havas Media Group – Havas’ global media division – and Chairman of the group in Spain, to which he has been associated for over 20 years. He previously held various posts in the banking sector, first in Banco de Progreso and then in Banco Urquijo, as Vice Chairman.

Other members of the Board of Directors include Juan Pepa, Felipe Morenes and Dominique Cressot – in a capacity as Proprietary Directors (Lone Star) –; Juan Velayos – the company’s current CEO – as Executive Director, and Silvia Lopez Jimenez as Non-Board Member Secretary.

 Approval of two incentive plans

In addition, worth mentioning is the approval of two incentive plans among the corporate agreements:

On the one hand, the Management Incentive Plan involves the reconversion of the incentive plan signed at the time by the CEO and five members of the management board with Lone Star. Under this new agreement, the executive team has decided to reinvest a very significant part of the amount received in cash (two thirds, in the case of the CEO, and one half in the case of the rest of the executive team) and link the rest of the due incentive solely to the growth of the share price.

On the other hand, the Long Term Incentive Plan aims to retain and align executives and managers of the company’s key business areas; it further entails the allotment of shares after three years, in the event of achieving certain objectives in terms of business plan (EBITDA and developer margin) and shareholder return.

Finally, Neinor Homes has approved the Internal Code of Conduct in the Securities Market, the Regulations of the Shareholders’ Meeting, of the Board of Directors, and its Audit and Control Committees. It has further approved the Regulations of the Committee for Appointments and Remuneration and Real Estate Investments, with a view to becoming the sector benchmark

All corporate agreements are conditional on the company’s effective IPO.