BME Clearing is part of BME Group and is supported by SIX. It is authorized by the CNMV under the EMIR Regulation and registered by ESMA as a central counterparty (CCP). With more than three decades of experience, it offers efficient and secure coverage across multiple segments: financial derivatives, public debt repos, energy, interest rate derivatives, equities and digital asset derivatives.
About Us
Corporate Governance
- Organisational Structure
- Board of Directors and Risk Committee Regulations
- Financial Information
- Continuity Policy
- Remuneration Policy
Organisational Structure of the BME Clearing´s Senior Management
The structure of BME CLEARING’s senior management, and the roles and responsibilities of each member thereof are described hereon.
Managing Director
If there is one, the Managing Director will have the powers conferred upon him/her by the Board of Directors and, as per Article 11 of the Board Regulations, will be responsible for effectively managing the Company's affairs, in accordance with the decisions and criteria adopted within his/her jurisdiction by the General Shareholders' Meeting and the Board of Directors.
General Manager
The General Manager shall be responsible for effectively managing the Company's affairs, in accordance with the decisions and criteria adopted within their jurisdiction by the General Shareholders' Meeting and the Board of Directors.
If the Company has a Managing Director who holds the aforementioned responsibilities, the General Manager shall support the Managing Director in carrying out these functions.
The General Manager will also assist and provide technical support to the corporate bodies when requested to do so, and will permanently take charge of the day-to-day running of the central counterparty (CCP).
The day-to-day management duties of the General Manager are as follows:
- Approve the binding Instructions that will implement or apply the General Terms and Conditions and Circulars and address technical, operative and procedural matters; and
- Hold a post on the Claims Committee alongside the General Market Supervisor and the Chief Risk Officer.
Department Directors
The Managing Director, where appointed, and General Manager will delegate day-to-day management of the CCP to the following departments, each headed by their own officer:
- Technology, responsible for ensuring the CCP’s IT services (hardware and software) the communication networks connected to Participants, and the development of the applications, systems etc. needed by the CCP’s different segments to ensure rapid and effective communication with Participants perform.
- Operations, responsible for defining the technical and human resources to be used to achieve business objectives, drawing on the support of the Company’s other departments
- Product and Business Development, responsible for creating, defining and executing the Company’s commercial policy; establishing sales targets; participating in negotiations; and analysing and understanding the market and existing and potential competitors to define measures that allow the Company to gain market share and strengthen its position, in coordination with the other departments; and also in charge of defining the strategy for developing new services and products to be offered to Participants by the central counterparty.
Governance & Regulation, this area was created to help improve efficiency in the company's governance and in the scheduling of regulatory tasks and requirements, to ensure compliance with the established timetables, as well as to increase BME Clearing's presence in international bodies and working groups and strengthen the communication channel with regulators. This area is also responsible for supporting the alignment of the business resources with management priorities, follow-up of market trends and support the Company’s representation in international forums.
Architecture and Data, this area is divided in two subareas with two different aims:
- Architecture: Its aim is to concentrate interaction between Business and IT areas in three steps, (1) description or elaboration of new functional requirements, (2) tests of new software updates and (3) coordination of new versions installation
- Data: Its aim is to concentrate and automate the elaboration of regular internal or external reports
The Procedures for the Appointment of Senior Management
Managing Director
The Managing Director will be appointed as per the provisions on appointing board members laid down in the Articles of Association and Board Regulations. In this instance, any proposal put forward by the Chairperson as per Article 8.2 of the Board Regulations will be considered.
Moreover, in order to be appointed as Managing Director it shall be required to have special knowledge of the financial instrument clearing process and a proven track-record in this line of business.
General Manager and Other Senior Executives
The General Manager will be appointed by the Board of Directors, or by the Managing Director, if this position exists.
The other members of the Company’s senior management will be appointed by the General Manager or Managing Director, as appropriate, according to their knowledge and professional experience relating to the individual roles and responsibilities assigned to them in the Company.
The Company’s Board will be informed of any appointments and removals of senior executives.
Specifically, for the appointment of the General Manager any proposal put forward by the Chairperson will be considered as per any names put forward for the post of General Manager by the Chairperson will be considered pursuant to Article 8.2 of the Board Regulations.
Where possible, when appointing other senior executives in the Company, staff working in a department with a vacant executive position will be considered if they have a proven track-record in the relevant areas.
If there are no candidates with the appropriate qualifications and professional experience to fill the post, an external selection process will take place among candidates with suitable qualifications and experience.
Senior Management Structure of the CCP
The current CEO and Managing Director of BME Clearing is Mr. José Manuel Ortiz-Repiso and the General Manager is Mr. Javier Aguila Llovera. The Chief Risk Officer is Mr. Miguel Ángel Salamero, the Chief Compliance Officer is Ms. Patricia Doncel Gómez, and the Chief Technology Officer is Ms. Yolanda Álvarez Serna.
Organisational Structure of the Board of Directors
The Composition, Role and Responsibilities of the Board and Any Board Committees
The composition, role and responsibilities of the Board of Directors and Audit Committee, Appointments and Remuneration Committee and the Risk Committee established pursuant to Article 28 of Regulation (EU) No. 648/2012, and the Executive Committee, where established, are laid down in BME CLEARING’s Articles of Association and its Board Regulations.
The Procedures for the Appointment of Board Members
The procedures for appointing members of the Board of Directors are set forth in the Articles of Association and Board Regulations.
Inter alia, Article 22 of the Articles of Association and Article 22 of the Board Regulations refer to the subjective conditions that individuals to be appointed Board Members must meet. Article 37 of the Articles of Association and Article 19 of the Board Regulations determine that the Appointments and Remuneration Committee will participate in the appointment and re-election of Board Members, in the appointment and allocating roles on the Board and its committees, and in the appointment of the Board Members to sit on any of the Board Committees.
Members of the Board of Directors
The CCP has a Board of Directors and several board committees with the necessary level of independence to meet their regulatory obligations as independent legal persons.
Board of Directors
BME Clearing, S.A.U.’s Board of Directors is currently formed by the following five (5) members, classified as follows:
|
Name of Director
|
Class of Director
|
|---|---|
|
Miguel Ángel Tapia Torres
|
Chairman (Independent)
|
|
Rafael Acosta Angoso
|
Director (Other External Director)
|
|
Gonzalo Rubio Irigoyen |
Director (Independent) |
|
Arturo Merino Ginés |
Director (Proprietary) |
|
José Manuel Ortiz-Repiso Jiménez |
Chief Executive Officer (Executive) |
|
Ángela Pineda Torcuato |
Secretary (No Director) |
Board Committees
The composition of the Board Committees is detailed below:
Audit Committee
|
Name of Director
|
Class of Director
|
|---|---|
|
Gonzalo Rubio Irigoyen
|
President (Independent)
|
|
Rafael Acosta Angoso
|
Member (Other external Director) |
|
Arturo Merino Ginés |
Member (Propietary) |
|
Ángela Pineda Torcuato |
Secretary
|
Appointments and Remuneration Committee
|
Name of Director
|
Class of Director
|
|---|---|
|
Arturo Merino Ginés |
Chairman (Proprietary) |
|
Miguel Ángel Tapia Torres
|
Member (Independent) |
|
Rafael Acosta Angoso |
Other external Director |
|
Ángela Pineda Torcuato |
Secretary
|
Risk Committee
|
Name of Director
|
Class of Director
|
|---|---|
|
Gonzalo Rubio Irigoyen
|
Chairman (Independent)
|
|
Miguel Ángel Tapia Torres
|
Director (Independent) |
|
Enrique Soler Ramos |
Clearing Member |
|
Álvaro Herrador Sánchez |
Client of CMs
|
|
Daniel Edgerton |
Client of CMs |
|
Manuel Pineda |
Clearing Member |
|
Aurelien Martini |
Clearing Member |
|
Ian Downes |
Clearing Member |
|
Joakim Sorensen |
Clearing Member |
|
Sergio Gómez |
Client of CMs |
|
Ángela Pineda Torcuato |
Secretary |
Pursuant to Article 20.1 of the Board of Directors’ Regulations, this Committee shall comprise two (2) of which shall be independent Directors, five (5) representatives of clearing members and three (3) clients of clearing members.
Board of Directors and Risk Committee Regulations
Financial Information
These are the latest audited financial reports of BME CLEARING available.
Continuity Policy
Remuneration Policy
Key Aspects of Bme Clearing Remuneration Policy
On December the 14th 2022, BME Clearing’s Board of Directors adopted the remuneration policy of SIX Group.
SIX Group remuneration policy, adopted by BME Clearing as its own policy, is devised to ensure a consistent framework for compensation across the organization.
The SIX compensation framework supports the company’s vision of aligning the interests of its employees with those of the company, its customers, and the community, in line with sustainable corporate development and appropriate risk management practices.
The compensation strategy is based on the following principles:
- Clarity and Transparency.
- Flexibility.
- Equality.
- Pay-for-performance.
- Sustainability.
Compensation Framework
SIX follows a total compensation approach. Total target compensation at SIX comprises of a base salary and may include a target STI (shortterm incentive) amount or a sales bonus/commission. For selected employees, total target compensation may also include an LTI award (long-term incentive).
Base Salary
The principal factors determining the base salary amount are the responsibilities, experience, skills, and competencies, as well as the hierarchical level and country of employment of the employee concerned. Base salaries are defined as annual amounts which are paid regularly.
Variable Remuneration
Short-term incentive (STI) plan
The STI plan constitutes a short-term variable compensation element that recognizes for a given fiscal year both the company’s performance (at payout) and the employee’s individual contributions (through individual target setting).
The objective of the STI is to strengthen the focus on and reward eligible employees for their contribution towards the SIX group performance, as well as to promote collaboration through knowledge sharing and ideas beyond organizational boundaries.
In principle, all employees employed by SIX are eligible to participate in the STI plan, irrespective of their function and their hierarchical level, except the following categories of employees:
- Employees participating in a sales/commission plan.
- Employees with contracts other than unlimited contracts.
Sales and commission plans
Some of the employees holding sales roles receive a sales bonus and/or commission that are set out in separate plan documents. The sales and commission plans regulate the payout cycles and the details such as target amount and payout ratios in relation to sales transactions and goals.
Long-term incentive plan (LTI) plan
The purpose of the LTI plan is to allow selected senior employees to participate in the longer-term company's success.
Social Benefits
In the SIX Group policy framework, BME includes social benefits for all its employees as part of their remuneration package some of these social benefits are considered payment in kind for tax purposes. Its regulation and scope are regulated in the collective agreement.
Control Functions
To avoid potential conflicts of interest, the variable compensation for employees in a control function (such as Audit, Risk, Exchange Regulation, etc.) is limited in terms of their total target cash compensation (i.e. base salary and target STI). Potential nomination to the LTI participation is at the full discretion of the NCC, as part of the same process as for other employees.
To ensure that competent and experienced professionals can be attracted to work with SIX and retained, the total cash compensation of these functions shall be set at sufficient levels.
BME Clearing includes clearing members, both general and individual, as well as non-clearing members and other market participants, who access its clearing services across different segments.
BME Clearing’s mission is to ensure the safety and efficiency of the markets in which it operates, by managing counterparty risk through a robust risk management framework and contributing to the stability and transparency of the financial system.