Corporate Governance Report
This sections contains the key information regarding our corporate governance, and details of the meetings and decisions of our Board of Trustees during 2022.
Board of Trustees: membership, remuneration and reappointments
The Articles of Association of the Víctor Grífols i Lucas Foundation allow for a minimum of Trustees and a maximum of 15. Each Trustee serves for a term of 5 years. The Board of Trustees of the Foundation currently has 13 highly-respected members.
The position of Trustee is unpaid, in accordance with Article 21 of the Articles of Association of the Foundation. However, members of the Board of Trustees will be reimbursed for expenses authorized in advance by the Board and with due evidence that these have been incurred in the performance of the Trustee's duties.During fiscal year 2022, no Board of Trustees member has been paid.
Replacement of Trustees
The procedure established for the selection of Trustees and percentage of replacements is contained in chapter VI of the Articles of Association of the Foundation. The Articles of Association state that one of the Trustees will always be appointed, re-elected and/or removed by the company Grupo Grifols S.A.
When the Trustee is required to cover a vacancy, the Board will hold a special meeting and will appoint the Trustee on the basis of a majority decision by its members.
During 2022 there was a change in the composition of the board of trustees. Dolors Comas d’Argemir Cendra and Joan Manuel del Pozo were appointed as a member of the Board of Trustees, which was approved at the meeting on 28 February 2022.
Evaluation of the Board of Trustees
Article 11 of the Articles of Association of the Foundation sets out the competencies of the members of the Board of Trustees. At each meeting the Board of Trustees reviews the operation of the Foundation and proceeds to make those modifications deemed necessary as agreed by the members of the Board.
Meetings held in 2022
The members of the Board meet at least once a year. Two meetings were held during the course of 2022.