Annual Report2013

2.1 // Corporate governance

A firm commitment to good governance

DIA’s corporate governance model is based on efficiency, transparency and sustainable management. This model drives the company’s financial results while protecting stakeholder 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.

DIA remains committed to upholding best practices in the corporate governance arena, complying with the most stringent Spanish and international standards and guaranteeing the company’s sustainable management over the long term.

DIA’s Board of Directors is made up of ten directors, seven of which are independent, two are proprietary and one is an executive director. The chairman is a non-executive independent director and her duties and those of the chief executive are clearly defined.

DIA’s Board of Director’s duties include defining the investing and financing policy, management targets and annual budgeting, as well as the corporate group structure, corporate governance policy, CSR policy and the business or strategy plan.

The Board’s activity is governed by the board regulations and the code of ethics and conduct. It met on seven occasions in 2013.

The Board has two committees:

  • Appointments and Remuneration Committee: this committee is responsible for defining compensation policy, assessing the performance of senior executives and proposing executive promotions.

  • Audit and Compliance Committee: this committee is responsible for defining the risk control and management policy and periodically monitoring the ICFR system and dividend and treasury policy, particularly with respect to their limits.

As a listed company, DIA has prepared the required corporate governance report, which is available to shareholders and stakeholders on the company’s corporate website.


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Tara O’Donoghue

Jesús Umbría / DIA