CORPORATE GOVERNANCE
At Inditex, corporate governance strengthens and safeguards the Group’s commitment to ethical behaviour and responsible business practices. We believe that, in conjunction with our commitment to social and environmental responsibility, our sound business principles foster an innovative and collaborative culture.
Corporate Governance is usually defined as the manner in which companies are organized, managed and controlled. In this context, corporate governance is deemed to be good, where directors and officers responsible for governance, proceed diligently, ethically and with transparency in the performance of their duties.
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, clients, suppliers and the civil society in general. The Board of Directors 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 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 therefore amounts to a necessary instrument through which to meet the goal of creating shareholder value in the long term. It takes shape through a management team that is bound to act in an ethical and transparent manner, subject to control and verification, both internal and external. This good corporate governance is an active part of the concept of corporate social responsibility, in its broadest sense, which is a strategic tool to increase the effectiveness of the company, to achieve competitive advantages, together with the social responsibility strictu sensu, and environmental sustainability.
| RELATED SUSTAINABLE DEVELOPMENT GOALS | INDITEX’S CONTRIBUTION | |
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Goal 5: Achieve gender equality and empower all women and girls. | Gender equality is a principle that represents a cornerstone in the culture of Inditex and this is reflected in its Code of Conduct and Responsible Practices and the Code of Conduct for Manufacturers and Suppliers. Likewise, the Appointments Committee must introduce a goal of representation for the less represented gender on the Board of Directors, and develop guidelines on how to achieve this goal. In addition, the Inditex Group implements plans for equality between women and men, helping to reduce inequalities and imbalances, preventing discrimination in the workplace, reinforcing the company’s commitment to improving the quality of life, ensuring a healthy work environment and establishing measures that favour the reconciliation of work life with personal and family life. |
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Goal 8: Promote inclusive and sustainable economic growth, employment and decent work for all. | The Inditex Code of Conduct and Responsible Practices and the Code of Conduct for Manufacturers and Suppliers serve to formalise the company’s commitment to decent employment. Both codes include a series of commitments to conduct and responsible practices, including: compliance with applicable legislation, internal regulations and the agreements to which Inditex has adhered. |
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Goal 16: Promote peaceful and inclusive societies for sustainable development, the provision of access to justice for all, and building effective, accountable and inclusive institutions at all levels. |
The Code of Conduct and Responsible Practices includes a series of commitments to conduct and responsible practices, including the establishment of lawful, ethical and respectful relationships with suppliers and public authorities (also required of manufacturers and suppliers who adhere to the Inditex Code of Conduct), which are aligned with the international provisions for the prevention of corruption and bribery. Here at Inditex, we have introduced a robust Compliance Model that transmits a true corporate culture of ethics to all its stakeholders. The Criminal Risks Prevention Policy aims to ensure ethical and responsible professional behaviour of all its employees and of the Group itself and, mainly, to avoid the perpetration of criminal offences. |
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Goal 17: Strengthen the means of performance and revitalise the Global Partnership for Sustainable Development. | Inditex has at its disposal a Social Advisory Board that advises the Group on sustainability issues. The Advisory Board’s members are external individuals or institutions independent from the Group. Its purpose is to formalize and institutionalize dialogue with key players in civil society within which Inditex develops its business model. |
ANNUAL CORPORATE GOVERNANCE REPORT
In line with the foregoing, the Annual Corporate Governance Report for financial year 2016 (from 1 February 2016 through 31 January 2017) approved by the Board of Directors of Industria de Diseño Textil, S.A. (Inditex, S.A.) (hereinafter, Inditex, the Company or the Group) and available on the corporate website (www.inditex.com) and on CNMV’s [Spanish SEC] website (www.cnmv.es) provides comprehensive information about the structure and governance practices of the company, so that the market and our stakeholders may obtain a true image and a full and grounded view of corporate governance within the Group, as well as of the extent of its compliance with the recommendations of the Unified Good Governance Code of Listed Companies. In FY2016, that compliance stood at 99% for those elements that apply to Inditex.
REGULATIONS ON CORPORATE GOVERNANCE
Inditex’s corporate governance rules are listed below, together with the date when they were last amended:
| Internal Regulations | Competent Governing Body | Date of approval / last amendment |
| Articles of Association | General Meeting of Shareholders | 19-07-2016 |
| Regulations of the General Meeting of Shareholders | General Meeting of Shareholders | 14-07-2015 |
| Board of Directors’ Regulations | Board of Directors | 19-07-2016 |
| Audit and Control Committee's Regulations | Board of Directors | 19-07-2016 |
| Nomination Committee's Regulations | Board of Directors | 09-06-2015 |
| Remuneration Committee's Regulations | Board of Directors | 09-06-2015 |
| Internal Regulations of Conduct regarding transactions in Securities (IRC) | Board of Directors | 19-07-2016 |
| 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 |
| Policy on Criminal Risk Prevention | Board of Directors | 19-07-2016 |
| Criminal Risk Prevention Procedure | Board of Directors | 19-07-2016 |
| Zero Standard | Board of Directors | 19-07-2016 |
| Compliance Policy | Board of Directors | 13-12-2016 |
During FY2016, Inditex has carried out a detailed review of a large number of its internal regulations with the purpose of the latest regulatory requirements, the latest recommendations and trends in the area of good governance, adjunting them in accordance with.
TRANSPARENCY AND INFORMATION
Good governance requires that stakeholders will have regular and timely access to relevant, appropriate and reliable information, both as regards corporate governance regulations, their execution, and the results achieved.
Therefore, in order to achieve maximum transparency, in addition to including all relevant information and communications on its corporate website (www.inditex.com),Inditex has kept the market regularly updated during financial year 2016 by means of the submission of the relevant “Results releases” and engagement with institutional investors.
A summary of the most relevant pillars of Inditex’s Corporate Governance is included in this Annual Report:
- Ownership structure
- General Meeting of Shareholders
- Board of Directors
- Board of Directors’ Committees
- Remunerations
- Senior Executives
- Related-party transactions and conflict of interest situations
- Transparency, independence and good governance
- Code of Conduct and Responsible Practices and Committee of Ethics
- Approval of good corporate governance policies