Iberclear Organizational Structure

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 Board of Directors of Iberclear makes high-level decisions and entrusts senior management with the management of Iberclear's day-to-day affairs and the implementation of the decisions made by the Board of Directors.

Currently, the company's senior management is represented by the Chief Executive Officer.

Iberclear is divided into the following areas and departments: 

The Operations area, comprising four departments:

o   Settlement Services: team responsible for managing relations with Iberclear participants, assisting them with any queries or requests related to their daily operations.

In addition, the Settlement Services team is responsible for overseeing initiatives, projects and services, including those related to the ECB. This team cooperates with the Spanish post-trading community, ensuring Iberclear's active participation in all ECB working groups and forums, with a special focus on those related to T2S. 

o   Asset Servicing, which is subdivided into two teams:

    - Primary: team responsible for recording securities entries, ensuring the quality of static data entered into the system. This includes receiving and processing the documentation necessary for updating the register, including, removing and modifying the conditions of the securities.

    - Custody: team responsible for managing the processing of corporate events. At the same time, this team also monitors the Spanish market's compliance with international standards through its participation in various European and national working groups.

o   Cross Border Services (CBS): team responsible for managing foreign securities operations, including the settlement of instructions, the custody of deposited positions, the execution of corporate events, tax claim services and proxy voting.

o    Business Support: coordinates all regulatory and cross-functional matters, ensuring compliance with corporate obligations, the quality of services offered and Iberclear's institutional commitments.

It is responsible for coordinating, validating and publishing all updates and official publications issued by Iberclear.

The Business Support team also centralises, reviews and updates Iberclear's fees structure, ensuring consistency, competitiveness and regulatory compliance.

Finally, Business Support assists the Operational Control function, which is responsible for establishing operational control mechanisms for the entire Operations Area with the aim of minimising incidents and the operational risk inherent in Iberclear's activity.

Change Management Area, comprising two departments:

o    SME (Subject Matter Experts), this department is responsible for managing the projects in which Iberclear participates, implementing the various regulations and services in the DCV.

o    Market Intelligence, the department responsible for data analysis, statistics, efficiency controls and dashboards.

In addition, there are:

The Issuer Services Department: a team responsible for managing relations with issuing companies and their agents, and providing services to them.

Sales and Relationship Management, a team responsible for managing commercial relations with participants, both domestic and international.

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

In addition, Iberclear has outsourced the Technology, Human Resources, Legal, Finance and Internal Audit departments, among others, within the BME group.

Iberclear has a Risk Director, a Technology Director and a Regulatory Compliance Director in charge of implementing the risk management, technology, internal control and regulatory compliance frameworks, respectively, including the policies and procedures established by the Board of Directors or Senior Management, as the case may be.

Iberclear has a Board of Directors and a Risk Committee, an Audit Committee and a Remuneration Committee (collectively, Risk Monitoring Committees), with the necessary level of independence to meet their regulatory obligations as independent legal persons.

The Iberclear Board of Directors is composed of four (4) directors, two (2) of whom are qualified as independent directors, and has one (1) vacancy.

The Iberclear Board of Directors is currently comprised of the following four (4) members, who are classified as follows:

 

 

 

 

(*) The appointment of Mr. Ortíz-Repiso Jiménez is pending registration in the Madrid Commercial Registry.

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.