ORGANIZATION AND GOVERNANCE OF THE FOUNDATION

The Board of Trustees is the maximum body in charge of the Foundation’s governance, representation and management, being responsible for ensuring that the Foundations aims are met and diligently managing the assets and rights of the Foundation, while ensuring that their performance and usefulness are maintained.

The Board of Trustees will be made up of between 5 and 45 members, and the trustees designated in the founding deed will be ex-officio members. The eight entities that initially form the Board of Trustees have each designated an individual to represent them. The trustees will perform their office for no remuneration.

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The executive committee will comprise between five to fifteen members, as decided by the board of trustees at any time. Ex officio members of the executive committee will be the chair of the board of trustees, who will also be chair of the executive committee, the vice presidents of the board of trustees, and ex officio members in general.

In 2016, the position of president is held by Baker & Mckenzie, represented by Mr. Luis Briones Fernández.

A vice president will perform the president’s duties in his absence. Mr. Víctor Mendoza Díaz-Aguado, representing KPMG ABOGADOS, currently holds this position, as it was established when the Foundation was set up that the vice president would be the ex officio member of the board of trustees that would hold the position of president during the following financial year. The vice president also holds the position of treasurer.

The Foundation’s secretary’s duties include convening the board of trustees meetings at the president’s request; issuing and signing the board of trustees meeting minutes; ensuring the sound governance, regulatory compliance, effectiveness and transparency of the Foundation’s corporate bodies; keeping the Foundation’s documents; and recording how the sessions progress in the board of trustees minute book. Uría Menendez Abogados, represented by Mr. Jesús López Tello, currently holds this position.

The board of trustees appoints a managing director to supervise the Foundation’s daily management and administration, exercising the powers delegated to him by the board of trustees or the executive committee. This position must be held by someone who is not on the board of trustees. His duties include acting as secretary of the executive committee and the working commissions, having voice but no vote. Mr. Ginés Navarro Fernández currently holds the position.