Annual Report2013

06 // Corporate governance

DIA’s corporate governance model is based on efficiency, transparency and sustainable management. This model drives the company’s financial results while protecting investors’ rights. The IPO triggered approval of the company’s first business ethics code, the creation of a whistle-blowing channel and implementation of the first crime prevention plan. In 2013 management worked on the risk management model at both the corporate and country levels and on the rollout of a plan for combatting fraud.

Spain’s Securities Market Act enshrines the principle of “comply or explain” in terms of corporate governance disclosures, specifically requiring listed Spanish companies to specify in their mandatory annual corporate governance reports their "degree of compliance with corporate governance recommendations, justifying any failure to comply".

As required, the Board of Directors of DIA approved the company’s annual Corporate Governance Report at a meeting on 19 February 2014 . The full report is available on the corporate website, which also contains all the corporate and financial information filed by the company with the pertinent regulatory authorities; it is also available in the section of the website devoted to the 2013 Annual Report.

The detailed information provided in this report includes details about the company’s ownership and governance structure, as replicated below.

The shareholders with significant direct or indirect interests in the company are:

Direct voting rights Indirect voting rights Percentage of total voting rights
Acción Concertada 0 57,977,183 8.90%
Baillie Gifford &CO 0 33,980,246 5.00%
Blackrock Inc. 0 20,475,064 3.01%

(1) As stipulated in article 116 of the Spanish Securities Market Act, as amended by Law 26 dated 17 July 2003, a piece of legislation that is better known as the Transparency Act and which was enacted by Ministerial Order ECO/3722 of 26 December 2003 and CNMV Circular 1, dated 17 March 2004.

The members of the Board of Directors who hold voting shares in the company are:

Direct voting rights Indirect voting rights Percentage of total voting rights
Ms. Ana María Llopis Rivas 35,681 - 0.005%
Mr. Mariano Martín Mampaso 27,736 - 0.004%
Mr. Ricardo Currás de Don Pablos 27,824 - 0.004%
Mr. Antonio Urcelay Alonso 17,842 - 0.003%
Mr. Julián Díaz González 31,241 - 0.005%
Mr. Nadra Moussalem 28,329 - 0.004%
Mr. Nicolas Brunel 27,736 - 0.004%
Mr. Pierre Cuilleret 30,055 - 0.005%
Mr. Richard Golding 22,787 - 0.003%
Ms. Rosalía Portela De Pablo 31,038 - 0.005%

In all, the members of DIA’s Board of Directors hold 0.042% of total voting rights.


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