Corporate governance
Our commitment to corporate governance
is ongoing improvement, seeking the highest
degree of transparency, efficacy and rigor.
This is a decisive factor in the generation of trust and long-term commitment with our stakeholders.
Our structure of Corporate Governance, consisting of the General Board of Shareholders, the Board of Directors, the Delegated Committees and the Family Assembly, blends purpose, mission, vision and values with the tradition that characterises our beginnings as a family company with the aim of offering the highest levels of rigour, efficacy and transparency in our decision-making process.
Corporate Governance
General Board of Shareholders
Family Assembly
Board of Directors
Delegated Committees
Appointment and Remuneration
Audit and control
Committee Executive
Innovation
CSR
Chairman / CEO
Francisco Martínez-Cosentino Justo
Members of the Board
- Eduardo Martínez-Cosentino Alfonso.
- Pilar Martínez-Cosentino Alfonso.
- Isabel Martínez-Cosentino Ramos.
- Eduardo Martínez-Cosentino Ramos.
- María del Mar Martínez-Cosentino Ramos.
- Eduardo Martínez-Cosentino Rosado.
- Isabel Martínez-Cosentino Rosado.
Secretary
- Álvaro de la Haza de Lara.
External Consultants
to the Board of Directors
- Carlos González Fernández.
- Fuencisla Clemares.
- Santiago Seage.
Board of Directors
The Board of Directors is the highest management and
representative body. Given our family tradition, it consists
of members of the Cosentino® family, who ensure continuity
of our family and business values. Their mission is to
promote social interest, represent the company in the
administration of its assets, manage the business and direct
the organisation of the company. It is made up of eight
members, four men and four women, which means a 50/50
gender balance.
Delegated Committees
Advisory bodies consisting of independent consultants and
advisers with renowned prestige and experience in listed
companies. Their role is to inform and make proposals to the
Board of Directors.
Innovation Committee
The Innovation Committee advises the Board of Directors
on the monitoring of the Group’s R&D&I and Digital
Transformation work plan:
→ Multidisciplinary teams.
→ Specialisation and versatility.
→ Innovation as a transversal competency in the company.
→ A system approach to continuous innovation.
→ Focus on developing differential attributes of products.
→ Consolidation and maximisation of Digital programmes
for different groups.
→ Market orientation and evolution of the business model.
→ Global alliances and strategic partners.
→ Dynamism and the quest for excellence.
External Consultants
Santiago Seage
Fuencisla Clemares
Corporate Social Responsibility (CSR) Committee
The goal of the Corporate Social Responsibility Committee
is to identify and guide the policy, aims, best practices,
sustainability and corporate social responsibility
programmes of the Cosentino® Group in line with its
business strategy. In addition, it prepares the CSR report
and monitors the philanthropic initiatives and the
contributions to Public Administrations.
Appointments and Remuneration Committee
Advises and supports the Board of Directors regarding its
own composition and those of the Delegated Committees. It
proposes, reviews and regularly updates the remuneration
policy and recommends improvements in appraisal and
gender diversity policies.
This body is also responsible for establishing the criteria
related to the selection, qualifications and experience
required of directors and independent advisers, and
different positions in Cosentino® Group.
External Consultant
Tony Gennaoui
Audit and Control Committee
The Audit and Control Committee proposes the
appointment, re-election or replacement of account auditors
and monitors the independence and efficacy of the Internal
Audit function, the process for preparing and supervising
financial information, the efficacy of the internal control
system of Cosentino® and its systems for managing risk,
including fiscal risks, and the review and efficacy of the Code
of Ethics and Conduct, and Regulatory Compliance.
External Consultant
Carlos González
Family Assembly
The Assembly is attended every year by all family members
over the age of 16 to share information about the progress of
Cosentino® Group and to reinforce the family and business
principles and values.
The Assembly has the following tasks and functions:
→ It meets once or twice a year to inform the family of the
company’s progress and of any developments deemed
appropriate.
→ It provides a forum that defines the family’s objectives for
the Group.
→ It detects problems that affect the Family and the Group.
→ It promotes education and training programmes for
family members.
Executive Committee
The Executive Committee comprises of 18 professionals with extensive experience in multidisciplinary and international environments. This Committee is a nexus between the Board of Directors and the rest of the company.
1. Francisco Martínez-Cosentino Justo.
President & CEO Cosentino Group.
2. Pilar Martínez-Cosentino Alfonso.
EVP Deputy Chairman.
3. Eduardo Martínez-Cosentino Alfonso.
EVP Global Sales and CEO Cosentino North America.
4. Álvaro de la Haza de Lara.
EVP Corporate Functions & General Secretary.
5. Julian Edwards.
VP CFO.
6. Valentín Tijeras García.
VP Global Product and R&D.
7. Julio Martín Mancera.
VP Global Purchasing.
8. Ángel Madariaga Álvarez.
VP Engineering & Projects.
9. Alberto Quevedo González.
VP Global Production.
10. José Antonio Fernández Pérez.
VP Global Logistics & Planning.
11. Santiago Alfonso Rodríguez.
VP Global Marketing & Communication.
12. Francisco Robles Cortés.
VP Global People.
13. Pedro Parra Uribe.
VP Sales Europe.
14. Eduardo Martínez-Cosentino Ramos.
VP Sales Iberia.
15. Ginés Navarro Rubio.
VP Sales ROW.
16. Álvaro González González.
VP Sales Oceania & Asia.
17. Francisco Carrillo Quílez.
VP Pricing & Technical Unit of Commercial Projects.
18. Brandon Calvo.
Chief Operations Officer Cosentino North America.
Información sobre nuestro compromiso con el buen gobierno y la transparencia
Respect for Human Rights at Cosentino Group
Prevention, mitigation and remediation.
Cosentino is firmly committed to respecting human rights and, therefore, the company studies any potential violation of human rights caused by its activity and that of its suppliers in order to have different prevention and remediation measures in place.
Cosentino Constitution:
Code of Ethics, Conduct, and Regulatory Compliance:
To ensure trusting relationships among all our employees and stakeholders, we update and promote this Code.
In this Code, Cosentino agrees to respect the human rights (HR) and civil liberties recognised in the United Nations Universal Declaration of Human Rights. It also agrees to abolish child labour, requiring all employees, partners and suppliers to comply strictly with this principle.
As for the supply chain, this requires the same conditions of compliance, accepting the principles of respect for human rights, among others, and audits are carried out on the main suppliers in terms of human rights.
The basic principles to which the business and professional conduct of all employees, members of the Board of Directors, members of the Executive Committee and other members of the Management, bodies and organisations related to Cosentino must adhere are as follows:
Respect for the law
Our activities will be carried out in strict compliance with the laws in force in each of the markets in which we operate.
Ethical integrity
The business and professional activities of Cosentino® and its employees shall be based on the value of integrity, and shall be carried out in accordance with the principles of honesty, avoidance of all forms of corruption and respect for the particular circumstances and needs of all subjects involved in them. Cosentino® will promote among its employees the recognition and appreciation of behaviors that are in accordance with the principles set out in the Code.
Respect for Human Rights
All our actions shall scrupulously respect the Human Rights and
Civil Liberties included in the Universal Declaration of Human Rights. The values of our Code are part of the culture shared by all Cosentino® employees, who have the duty to know and comply with this document.
In order to ensure compliance with such basic principles of conduct, Cosentino Group has two main bodies, which are:
1. The Ethics Committee and the Regulatory Compliance Body.
2. “Complaints Channel”.
Corruption and bribery
At Cosentino Group, we have a firm commitment against corruption and bribery. This is embodied by the anti-corruption measures established by the Code of Ethics, Conduct and Regulatory Compliance and the Anti-Corruption Policy, approved in 2017.
Anti-corruption mechanisms
The Company expressly prohibits offering or giving:
Attention as direct consideration
Any kind of attention as direct consideration for an act already performed or to be performed in the future. Attentions must be given, offered or accepted without any reciprocity.
Cash
Cash
Attention non reasonable
Any type of attention in the event that there is a risk that due to its frequency or value (individually or in the aggregate) it may be considered that such delivery or offering is not carried out on an occasional or reasonable basis.
Annual Compliance Training and Communication Plan:
In the Compliance Body’s training sessions, we explain, among other things, what our Crime Prevention Programme (CPP) consists of and work on specific examples of conduct which employees must avoid in order to comply with the ethical principles set out by the Company. We also explain the actions carried out by the Compliance Body and explain how the Complaints Channel works.
Annual Audit Plan:
Activities to assess the existence of any conflict of interest in the Company and compliance with internal rules such as our Procurement Standard, Contracting Standard, Credit and Collection Policy, Attachment Procedure, among others. We also have procedures in place to control payments on behalf of third parties and we have implemented measures such as: centralised treasury system, payments reflected in SAP, verification procedure, accounting of invoices, etc.
Crime Prevention Programme
As part of Cosentino’s Crime Prevention Programme (CPP), the criminal risk map, the gap analysis and other documents included in the CPP are constantly updated. In late 2020 work began on the update, this time with Cuatrecasas.
The Cuatrecasas consultancy work, which has been underway since the end of 2020 and is supervised and managed by the Compliance Body, consists of:
I. Analysis of the level of adequacy and degree of updating of the Company’s Compliance System with respect to (a) the requirements under Section 31 of the Spanish Criminal Code; (b) the recommendations set out in the Spanish Circular 1/2016 issued by the Public Prosecutor’s Office (FGE) on the Criminal Liability of Legal Entities; and (c) the recommendations and suggestions of best practices in this area (e.g., ISO 19600 on Compliance systems; and, UNE 19601 on Criminal Compliance systems and the most relevant international standards in this area, given the Cosentino Group’s global expansion), focusing, among others, on the following subsections:
a. Identification and assessment of criminal risks that may be attributed to the Company (e.g. review of excluded risks and prioritisation approach used).
b. Process of shaping the will of the legal entity.
c. Identification and implementation of general and specific policies and procedures.
d. Control and monitoring body. Review of the duties and composition of the Compliance Body.
e. Complaints Channel and internal investigation process;
f. Disciplinary procedure.
g. Monitoring and reporting model.
h. Training and communication of the Compliance System.
II. Review and Update Report conducted by an external expert on the adequacy of the Company’s Compliance System to the requirements of the Spanish Criminal Code and to best practices in the area.
III. Development of an action plan in accordance with the conclusions of the Report:
a. Alignment of the risk map to the improvements identified. Implementation of the conclusions of the Report.
Rules, protocols and internal procedures:
- The Code of Ethics, which governs how to act in different situations:
a. Conflicts of interest.
b. Gifts and other gestures.
c. Relationship with third parties.
d. Financial Statement Integrity. - Other relevant standards:
– Procurement Standard
- Supplier assessment, approval, registration and management procedure.
- Requirement, negotiation and procurement desk management process.
– Contracting procedures (commercial contract management), as well as procedures for planning permissions, granting of powers of attorney, processing of claims against insurance companies, payment of invoices, invoicing, debt recovery, contracting with the public administration and management of subsidies.
-General terms and conditions of contracting and sale.
– Policy on donations and contributions to political parties, travel and expenses and credits.
Measures taken to combat money laundering
The Company’s regulations on the Anti-Money Laundering and Combating the Financing of Terrorism (AML/CFT) are set out in the Code of Ethics, Conduct and Regulatory Compliance. It states that Cosentino and its directors, executives and other employees shall not engage in or participate in activities involving the laundering (i.e. accepting or processing) of the proceeds of crime, in any form or manner. Thus, Cosentino Group undertakes to comply with money laundering laws of any competent jurisdiction.
All employees involved in business transactions should be informed and trained on the obligations of the Company and its employees in cases required by law, including limits on the acceptance of cash or bearer instruments.
Channels of communication on anti-corruption policies and procedures
Any conduct related to a possible breach of the measures on corruption and money laundering, as well as any behaviour in breach of the Code of Ethics, shall be reported through the Complaints Channel or to the Compliance Body.
Specific actions on Anti-Money Laundering and Combating the Financing of Terrorism (AML/CFT):
1. Formally identifying the individuals and legal entities with which the Company does business.
2. Conducting mandatory training courses on AML/CFT.
3. Internal and confidential communication procedures for employees to report AML/CFT suspicious transactions.
4. Specific customer acceptance policy for AML/CFT purposes.
5. Monitoring of customer transactions, identifying possible suspicious transactions for AML/CFT purposes.
6. Contracts with suppliers and customers expressly refer in the Compliance Clause to the need to comply with AML/CFT standards and the regime of sanctions in case of non-compliance.
7. Specific protocol to check that cash received by the Company corresponds to the services actually rendered. Acceptance by the customer that the invoice issued corresponds to the services actually rendered.
8. Methods of payment used to settle amounts due to external suppliers (cash, cheque, transfer, etc.).
9. Procedure to ensure that all income received by the company is documented and filed. Documented procedure for issuing and/or approving invoices.
10. Verification that the invoice corresponds to a valid order or service.
Complaints Channel
Our Complaints Channel is available to all Cosentino employees on the corporate intranet. In addition, people from outside of the Company can access and communicate or file a claim via our website or by email.
The Complaints Channel enables any person to report in full confidentiality any type of misconduct related with any case of non-compliance or breach of the conduct set out in the Code of Ethics, Conduct and Regulatory Compliance or any other related rules, policies or protocols.
The complaints and communications received are analysed and classified by categories and processed by the Ethics Committee or the Regulatory Compliance Body, depending on their content.
Furthermore, the company applies a ‘non-retaliation policy’ in relation to communications made in good faith.
The number of complaints received in 2020 in the Ethics Committee inbox was 34, all of which were resolved. Please find the type of complaints detailed by typology below: