Organizational Structure in Iberclear

Bolsas y Mercados Españoles Holding Company of Markets and Financial Systems, S.A (BME) owns 100% of the capital of Iberclear.

The structure of Iberclear's senior management, as established in accordance with the CSDR, and the roles and responsibilities of each of its members are described below.

The senior management of the Company is currently composed of the Chief Executive Officer (CEO) and the Managing Director.

The Chief Executive Officer (CEO) is responsible for the effective management of the Company's business, in accordance with the resolutions and criteria issued by the General Meeting and the Board of Directors in their respective fields of action (Article 12 of the Board of Directors Regulations).

The Managing Director is responsible for designing, heading and developing the tasks assigned to all Iberclear areas, in both the operational and functional fields.

The senior management is responsible and accountable to the Board of Directors for the day-to-day management of the company.

Iberclear is divided into the following areas and departments: Settlement Services, Asset Servicing, Renade, Cross Border Services and Issuer Services.

Under the coordination of the Head of Settlement Services, the Settlement Services area consists of three teams:

• Operations: Team responsible for managing and monitoring the daily settlement activity and the relationship with Iberclear’s participants, assisting them with all kinds of queries or requests related to their daily operations.
• Development and Governance: Team responsible for monitoring initiatives, projects and services, including those of the European Central Bank (ECB). This team collaborates continuously with the Spanish post-trading community to ensure an active presence for Iberclear in all ECB working groups and forums.
• Product Management: Team focused on identifying and defining modifications, improvements or new services that may be of interest to Iberclear customers. This team is responsible for analyzing suggestions that come not only from internal contributions, but also from external demand.

Under the coordination of the Head of Asset Servicing, the Asset Servicing area is divided into two teams:

• Primary and Operational Control: Team responsible for guaranteeing the establishment of operational control mechanisms for the entire Operations area in order to minimize incidents and the operational risk inherent to Iberclear’s activity. This team also performs the function of book-entry registry of securities.
• Custody: Team responsible for managing the processing of corporate actions. While carrying out this task, the team also oversees compliance with international standards in the Spanish market. In addition, it is involved in the monitoring and review of standards through its participation in different European and national working groups.

RENADE department: Team responsible for providing support services to the Spanish Office for Climate Change, as a tool to ensure publicity and permanent updating of the ownership and control of emission allowances in the Spanish Section of the Union Registry.

Cross Border Services (CBS) department: Team responsible for managing foreign securities transactions, including the settlement of instructions, custody management of deposited positions, execution of corporate events, tax reclaim services, and handling proxy voting.

Issuer Services department: Team responsible for managing relationships with issuing companies and their agents, as well as providing them with services.

Additionally, Iberclear has outsourced several departments within BME Group, including Technology, Human Resources, Legal, Finance and Internal Audit.

Iberclear has three officers: a Chief Risk Officer, a Chief Technology Officer and a Chief Compliance Officer. They are responsible for implementing the risk management, technology and internal control and compliance frameworks, respectively, including the policies and procedures established by the Board of Directors or the senior management, as the case may be.

The Chief Executive Officer (CEO) will be appointed by the Board of Directors, pursuant to the Articles 249 bis g) of the Corporate Enterprises Act (Ley de Sociedades de Capital) and Article 6 section 2 of the Board of Directors Regulations, based on his/her knowledge and professional experience related to the individual roles and responsibilities assigned to them within the Company. 

Pursuant to Articles 249 bis h) of the Corporate Enterprises Act and Article 6 section 2 of the Board of Directors Regulations, the senior management of Iberclear will be appointed by the Board of Directors based on their knowledge and professional experience related to the individual roles and responsibilities assigned to them within the Company.

Iberclear has a Board of Directors and several board committees with the necessary level of independence to meet their regulatory obligations as independent legal persons.

The Iberclear Board of Directors is composed of five (5) directors, two (2) of whom are qualified as independent directors.

The Iberclear Board of Directors is currently comprised of the following five (5) members, who are classified as follows:

* Mr. Agelet's appointment is pending authorization from the Comisión Nacional del Mercado de Valores (CNMV) and registration with the Madrid Commercial Register. 

Pursuant to Article 48, paragraph 1, of Delegated Regulation (EU) 2017/392, Iberclear have Risk, Audit and Remuneration Committees with advisory functions to the Board of Directors.

According to the Board of Directors Regulations, members of these committees should be individuals of sufficiently good repute with an appropriate mix of skills, experience and knowledge.

The Iberclear monitoring committees are composed of the following members:

Pursuant to Article 48 (1) (a) of Delegated Regulation (EU) 2017/392, Iberclear will have a Risk Committee responsible for advising the Board of Directors on Iberclear’s overall current and future risk tolerance and strategy. The Risk Committee of Iberclear is regulated by Article 19 of the Board of Directors Regulations.