6.1Governing
bodies

Solid and committed leadership

In 2012 DIA’s Board of Directors was made up of ten directors, one of which the external chairwoman, another of which an executive director (the CEO), six of which independent directors and, lastly, two proprietary directors.

The Board regulations stipulate that the company may not appoint candidates that hold more than six directorships at corporate enterprises (in addition to membership of DIA´s board) as directors of the company. The following are excluded from this computation: seats on boards of which they are members as a proprietary director at the proposal of the company or any of its group companies; (ii) seats that are not deemed to imply the level of dedication typical of a directorship at a corporate undertaking.

All of the Board members boast professional backgrounds and many of them are executives with extensive business trajectories
Directors are renewed every four years. The Board is steered by two committees: the Appointments and Remuneration Committee and the Audit and Compliance Committee.

ELast year the Board of Directors met on seven occasions, while the Audit and Compliance Committee met six times and the Appointments and Remuneration Committee met three times.

Board of Directors
Name Position Class of directorship
Ms. Ana María Llopis Chairwoman Other
Mr. Mariano Martín Mampaso Vice-Chairman Independent
Mr. Ricardo Currás de Don Pablos Member (*) Executive
Mr. Julián Díaz González Member Independent
Mr. Richard Golding Member Independent
Mr. Pierre Cuilleret Member Independent
Ms. Rosalía Portela Member Independent
Mr. Antonio Urcelay Alonso Member Independent
Mr. Nadra Moussalem Member Proprietary
Mr. Nicolas Brunel Member Proprietary

(*) CEO.

DIA’s board of directors is made up of 10 members, of which six are independent, two are proprietary, one is executive and one is classified as “other external directors”. Their term of office is three years from constitution of the Board on the occasion of the company’s IPO in July 2011.

All of the Board members boast professional backgrounds and many of them are executives with extensive track records in businesses related to the retail and consumer goods sectors.

The general policies and strategies reserved to the Board of Directors of DIA include investing and financing policy, management targets and annual budgeting, definition of the corporate group structure, corporate governance policy, corporate social responsibility policy and the business plan and strategy.

Appointments and Remuneration Committee
Name Position Class of directorship
Mr. Pierre Cuilleret Chairman Independent
Mr. Mariano Martín Mampaso Member Independent
Mr. Nicolas Brunel Member Proprietary

The appointments and remuneration committee has three members. It is presided by one of the company’s independent directors; its other two members include one independent and one proprietary director. In line with their directorships, their term of office is three years from constitution of the committee on the occasion of DIA’s IPO in July 2011.

The duties vested by the Board of Directors in the Appointments and Remuneration Committee include senior executive compensation policy, evaluation of these executives’ performance and executive promotion proposal-making.

Audit and Compliance Committee
Name Position Class of directorship
Mr. Julián Díaz Chairman Independent
Mr. Nadra Moussalem Member Dominical
Mr. Richard Golding Member Independent

The audit and compliance committee has three members. It is presided by one of the company’s independent directors; its other two members include one independent and one proprietary director. As with the other governing bodies, the term of office on this committee is three years from its constitution on the occasion of the IPO in July 2011.

The duties vested by the Board of Directors in the Audit and Compliance Committee include risk control and management policy, periodic monitoring of the internal control over financial reporting systems and dividend and treasury policy, particularly with respect to their limits.

Executive Committee
Name Position
Mr. Ricardo Currás de Don Pablos Chief Executive Officer
Mr. Diego Cavestany de Dalmases Executive Director of Operations, Spain
Mr. Antonio Coto Gutiérrez Executive Director, Latin America and Partners/Franchises
Mr. Juan Cubillo Jordán de Urríes Director of Sales and Merchandise
Mr. Francisco Javier La Calle Villalón Executive Director, Portugal, Turkey and China
Mr. Bruno Pertriaux Executive Director, France
Mr. Amando Sánchez Falcón Executive Director, Corporate Development

Edit:
DIA, S.A.
Parque empresarial de las Rozas - Edif. TRIPARK
C/ Jacinto Benavente 2 A 28232 Las Rozas. Madrid - España

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DEVA | Comunicación financiera y sostenibilidad

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Photography:
Jesús Umbría / DIA