CORPORATE GOVERNANCE

XEAL is continuing to work on the consolidation of its corporate governance policies and to finalize the development of ESG policies (Environmental, Social and Corporate Governance objectives), to which the company is strongly committed.

It is also working on its new Equality Plan.

XEAL has a code of conduct based on the universally applicable principles of honesty, loyalty, fairness, competence and responsibility.

  • Legality, rights and freedoms. A framework of action based on ethics, honesty and good faith. Xeal takes the following international guidelines as ethical guidelines: the Universal Declaration of Human Rights, the Tripartite Declaration of the International Labor Organization and the Guidelines for Multinational Enterprises of the Organization for Economic Cooperation and Development (OECD).
  • Loyalty to suppliers, customers and employees.
  • Integrity and honesty are aspects that include respect for the law.
  • Responsibility leading to ethically appropriate decisions.
  • Non-discrimination. Rejection of harassment in the workplace. Equality in the workplace.
  • Occupational health and safety.
  • Protection of society and the environment.
  • Rigor and collaboration in relations with the Administration.

XEAL also has a set of policies, which together with the code of ethics, form the basis of our Regulatory Compliance.

  • Anti-Corruption Policy: XEAL is firmly committed to carrying out its professional activities in strict compliance with the law and in accordance with the highest ethical principles of honesty, integrity and transparency.
  • Internal Communication and Whistleblower Channel: Establishes the communication procedure with the Regulatory Compliance Officer regarding those conducts or facts related to an allegedly criminal action or omission or generating a risk of criminal charges for XEAL.
  •  Prevention of Criminal Risks: Details the main internal procedures implemented in Xeal that are to be used by the Company to prevent or, where appropriate, mitigate the risks of criminal charges identified in Xeal's Criminal Risk Map according to the activities carried out by Xeal, as well as its internal organization.
  • Catalog of Prohibited Conduct: The aim is to strengthen the commitment of all Xeal members to comply with the aforementioned ethical values in their professional activity, as well as to prevent the possible risk of criminal liability for both the Company and any of its members resulting from their professional activity.
  • Digital Disconnection Policy: Regulates the way in which workers have the right to disconnect from their technological work tools in order to make their right to rest effective and thus guarantee the reconciliation of personal, family and work life and respect for their personal and family privacy.

Governing bodies

The Company's governing bodies are the General Shareholders' Meeting (single-member), as the sovereign body, and a Board of Directors, as the representative, administrative and governing body of each of them.

Board of Directors

The Company has a Board of Directors as its representative, administrative and governing body.

The functions of the administrative body extend to all those matters that are not expressly reserved by law or the bylaws to the General Shareholders' Meeting. The main functions of the administrative body include the following:

 

  • Definition and approval of the company's general strategies
  • Preparation of the entity's annual accounts
  • Approving the budget and conducting periodic evaluations of the organization's performance.
  • Appointment, control and supervision of the company's senior management and executives.
  • Granting of powers of attorney and powers of representation
  • Assessment and approval of any other matters of general interest.

 

The Board of Directors may, in accordance with the provisions of Xeal's bylaws and the Capital Companies Act, delegate its functions to one or more bodies or members of the Company.

Organizational chart

Board

The Board of Directors is comprised of:

Jaromir Tesar (Chairman)
Petr Milev Zafirov (Director)
Vlastimil Ourada (Director)
Christian Edward Blatchford (Secretary non-member of the Board)
Guillermo Guerra Martín (First Vice-Secretary, non-member of the Board)
Irene Carreño Alvarez (Second Vice-Secretary Non-Director)