Corporate governance
Objective
To ensure that all the professionals belonging to the Group proceed diligently, ethically and with transparency in the performance of their duties
Material issues
1 Corporate Governance
2 Code of Conduct and Responsible Practices
3 Corruption
30 Dialogue with and commitment to stakeholders
Corporate Governance is usually defined as the manner in which companies are organized, managed and controlled. In this context, good corporate governance is deemed to exist where directors and officers responsible for governance proceed in a diligent, ethical and transparent manner in the performance of their duties, are accountable for their proceedings and ensure a balance of powers, as well as respect for and equal treatment to all shareholders, namely minority ones.
Section 5.4. of the Board of Directors’ Regulations reads as follows: “The Board of Directors shall perform its duties in accordance with the corporate interest, it being understood as the viability and the maximization of the Company’ s value in the long term for the common interest of all the shareholders, which shall not prevent taking into account also other lawful interests, whether public or private, concurring on the development of the business activity, especially those of the other “stakeholders” of the Company: employees, customers, suppliers and the civil society in general. The Board shall determine and review the business and financial strategies of the Company in the light of said criterion, seeking a reasonable balance between the proposals passed and the risks assumed." Thus, the enhancement of the value of the company may only be understood as an ongoing process of building value for each and every stakeholder therein involved: employees, shareholders, customers, business partners, suppliers and the civil society at large, i.e., a socially responsible business model that allows an ongoing dialogue and that serves the common interests of all groups associated with the company.
The concept of good corporate governance arises thus as a necessary instrument to help meet the goal of creating net worth in the long-term, and it shall be necessarily embodied through a Management that must act ethically and transparently, subject to control and supervision, both internal and external. This good corporate governance is an active part of the concept of corporate social responsibility, in its broad definition, as a strategic tool for the effectiveness of the company, to achieve competitive advantages, together with the social action or responsibility strictu sensu, and environmental sustainability.
Annual Corporate Governance Report
In line with the foregoing, the Annual Corporate Governance Report for financial year 2014 (from 1 February 2014 through 31 January 2015) approved by the Board of Directors of Industria de Diseño Textil, S.A. (hereinafter, Inditex, the Company or the Group) and available at the corporate website (www.inditex.com) and at CNMV [Spanish SEC] web (www.cnmv.es), provides full and reasoned information about the structure and governance practices of the Company, so that the market and the stakeholders may obtain a true image and a full and grounded view of corporate governance of the Group, as well as of the degree of compliance with the recommendations of the Unified Good Governance Code of Listed Companies. During FY2014, such degree of compliance stands at 98% regarding the recommendations which apply to Inditex.
Regulations on Corporate Governance
The rules governing the corporate governance of Inditex, are listed below, with the date of their latest amendment:
| Internal Regulations | Competent body | Date of approval /latest amendment |
|---|---|---|
| Articles of Association | General Meeting of Shareholders | 15-07-2014 |
| Regulations of the General Meeting of Shareholders | General Meeting of Shareholders | 15-07-2014 |
| Board of Directors’ Regulations | Board of Directors | 12-06-2012 |
| Internal Regulations of Conduct regarding Transactions in Securities of Industria de Diseño Textil, S.A. and its Corporate Group (IRC) | Board of Directors | 13-06-2006 |
| Code of Conduct and Responsible Practices | Board of Directors | 17-07-2012 |
| Code of Conduct for Manufacturers and Suppliers | Board of Directors | 17-07-2012 |
| Regulations of the Committee of Ethics | Board of Directors | 17-07-2012 |
| Whistle Blowing Channel Procedure | Board of Directors | 17-07-2012 |
| Manual on Criminal Risks Prevention | Board of Directors | 17-07-2012 |
Further to the entry into force of Act 31/2014, of 3 December, which amends the Act on Capital Companies to improve corporate governance, and to the publication of the new Good Governance Code for Listed Companies, Inditex has been carrying out throughout financial year 2015 the review and amendment of its internal regulations to comply with the new legal requirements, the latest recommendations in the area of good governance and the most recent trends in the area of corporate governance.
Transparency and Information
Good Governance requires that stakeholders may have regular and timely access to any relevant, appropriate and reliable information, both as regards corporate governance regulations and exercise, and the results achieved.
Therefore, in order to achieve maximum transparency, in addition to including all relevant information and communications on its corporate web (www.inditex.com), Inditex has kept the market regularly posted during financial year 2014 by submitting the relevant results, releases and holding meetings and other proceedings with institutional investors.
A summary of the most relevant issues of the 2014 Annual Corporate Governance Report is included in this section of the Annual Report:
- Ownership structure
- General Meeting of Shareholders
- Board of Directors
- Board of Directors’ Committees
- Remuneration
- Senior Executives
- Related-party transactions and situations of conflict of interest
- Transparency and independence
- Code of Conduct and Responsible Practices and Committee of Ethics