Corporate Governance

Corporate governance

Organisational structure

Shareholder structure 13.00% Corporación Financiera Alba S.A. At 31 December 2018, the Parent Company is 60.46% Free Float aware of the following significant interests: 10.07% APG Asset Management N.V.

5.27% Angustias y Sol S.L.

5.20% Norges Bank 4.93% Marathon Asset Management, LLP 0.85% Other Board of Directors 0.22% Treasury shares

Board of directors (31 december 2018)

JOSÉ DOMINGO DE AMPUERO CHAIRMAN EXECUTIVE

JOSÉ MARÍA ALDECOA IGNACIO MARCO-GARDOQUI LEAD DIRECTOR VICE CHAIRMAN INDEPENDENT INDEPENDENT AUDIT COMMITTEE AUDIT COMMITTEE APPOINTMENTS AND REMUNERATION COMMITTEE

LAURA GONZÁLEZ MOLERO DIRECTOR JAIME REAL DE ASÚA INDEPENDENT DIRECTOR AUDIT COMMITTEE INDEPENDENT APPOINTMENTS AND REMUNERATION COMMITTEE 12 meetings ÁGATHA ECHEVARRÍA NÉSTOR BASTERRA DIRECTOR DIRECTOR OTHER EXTERNAL OTHER EXTERNAL AUDIT COMMITTEE APPOINTMENTS AND REMUNERATION COMMITTEE

SANTIAGO DOMECQ DIRECTOR JUAN MARCH NOMINEE DIRECTOR AUDIT COMMITTEE NOMINEE APPOINTMENTS AND REMUNERATION COMMITTEE

JOSÉ ANTONIO CANALES l JUAN MARÍA ZUZA CHIEF EXECUTIVE OFFICER SECRETARY (NON VOTING) EXECUTIVE l JOSÉ ANTONIO CORTAJARENA VICE SECRETARY (NON VOTING) ANNUAL REPORT VISCOFAN 2018 VISCOFAN ANNUAL REPORT

INDEX LETTER FROM THE CHAIRMAN FINANCIAL RESULTS The Viscofan Board of Directors is JOSÉ DOMINGO DE AMPUERO JOSÉ ANTONIO CANALES composed of a total of 10 directors, CHAIRMAN GENERAL MANAGING DIRECTOR of which two are executive, two are Executive Director Executive Director nominee, two are classified as other external, and the other four are Industrial Engineer from Bilbao’s Higher Degree in Economics and Business from independent. The secretary and vice School of Industrial Engineers and Deusto Business School, Advanced secretary do not hold the position of Master of Business Administration from course of studies in International directors. the University of Southern California. Transport & Distribution at the London Los Angeles. USA. School of Foreign Trade. On 25 May 2018, Alejandro Legarda, an independent director until that His extensive professional career has He has in-depth knowledge of the date, ended his term, and the General led him to hold various important casings business, thanks to his experience Shareholders’ Meeting appointed positions, such as Vice-Chairman of within the Viscofan Group, which he Laura González Molero as Independent Naviera Vizcaína, Chairman of S.A. joined in 1996 as Managing Director of Director to cover the vacancy. Likewise, de Alimentación, Vice-Chairman of Viscofan do Brasil Sociedad Comercial and as a result of the agreements BBVA Bancomer (Mexico), Chairman of e Industrial Ltda, where he led the reached at the General Shareholders’ Bodegas y Bebidas, Vice-Chairman of expansion of the Viscofan Group in South Meeting, the Delegate Committee was Banco Bilbao Vizcaya Argentaria S.A., America until his appointment in 2006 decommissioned, the composition of the Vice-Chairman of Iberdrola, Chairman of as Managing Director of Viscofan, S.A. Audit Committee and the Appointments Cementos Lemona S.A. and member of and the Group of companies of which and Remuneration Committee was the Board of Directors of the Asociación it is the parent company, a position modified, and Ignacio Marco-Gardoqui para el Progreso de la Dirección. he currently holds, and from which was appointed as sole vice chairman of he has significantly contributed to the Board of Directors. He is currently Chairman of Autopista strengthening Viscofan’s leadership and Subsequently, José Antonio Cortajarena Vasco-Aragonesa S.A. and director of its international expansion. was appointed vice secretary non-board Corporación Financiera Alba S.A. and member of the board on 27 December. Tubacex S.A. He is a member of the Board of Directors of Maxam Corporation Holding, S.L, and Amongst other activities, he is member board member representing Viscofan of the Basque Business Circle, and its Group in Fundación Cetena (CEMITEC). former chairman, member of the Board of Caridad de la Santa y Real Casa de He is also a member of the Board Misericordia of Bilbao, and its former of Directors of Asociación Centro chairman. Rafaela María de Acción Social, for the integration of people with disabilities in He is the Executive Chairman of Viscofan Vizcaya. S.A. In 2014 he joined the Board of Directors of Viscofan S.A. as Executive Director. ANNUAL REPORT VISCOFAN 2018 VISCOFAN ANNUAL REPORT INFORME ANUAL VISCOFAN 2018

NON-FINANCIAL INFORMATION STOCK MARKET EVENTS AFTER. APM AND GRI TABLE IGNACIO MARCO-GARDOQUI JOSÉ MARÍA ALDECOA He has sat on the Board of Directors of Independent Director LEAD DIRECTOR various automotive and components Independent Director companies (Copreci in the Czech Economics degree from Deusto Republic and Mexico, Fagor Ederlan in University. Technical Engineer in Electronics from Brazil and Slovakia, Paranoa-Cicautxo the University of Mondragón and Senior in Brazil, FPK, Chairman of Vitorio Mr. Marco-Gardoqui has a long Business Management Programme from Luzuriaga), and he was director (1992- professional career, he has worked for IESE. 2006) and Chairman (2007-2012) of financial institutions, and his activities MONDRAGON INVERSIONES. have covered teaching, consulting, and Throughout his long professional career, the press world, where he has a strong he has held various posts at Copreci He was an independent director and reputation for his active contribution (1971-1982), Managing Director of Fagor member of the Delegated Committee of as economic expert and columnist for Electrónica and member of the Board of Gamesa Corporación Tecnológica, S.A. Vocento Group. Directors of Fagor, S. Coop. (1982-1991). from 2012 to 2017.

He also has developed wide experience in Between 1984 and 1991, he was Vice- He is member of the Board of several industrial companies, belonging Chairman of ANIEL (National Association Directors of Viscofan, S.A, of the Audit to several Board of Directors. Currently of Electronic Industries) and Board Committee and of the Appointments and he is director of Minerales y Productos member of Asociación Europea de Remuneration Committee. In 2014 he Derivados and Teknia Group. Componentes Electrónicos (EECA) was appointed as Lead Director

He was a director of Tubacex and Since 1992, he has been developing his Progénika Biopharma until 2018, and professional career at MONDRAGON he previously was member, among CORPORACION as Vice Chairman others, of the Boards of Directors of (1992-2006), managing the Components Técnicas Reunidas, Banco del Comercio, Division (1992-1999) and the IBV, Banco de Crédito Local, Schneider Automotive Division (1999-2006). He Electric Spain, Iberdrola Ingeniería was appointed Chairman in 2007, which y Construcción (Iberinco S.A.) and is a position he held until July 2012. Chairman of Naturgás. He has a wealth of experience in the He is the Vice Chairman of the Board of international industrial world, especially Directors of Viscofan S.A. and Chairman in Asia, including the creation of Fagor of its Audit Committee. Electrónica in Hong Kong and Thailand, the integration of the production plants in the industrial park of Kunshan, China. ANNUAL REPORT VISCOFAN 2018 VISCOFAN ANNUAL REPORT

INDEX LETTER FROM THE CHAIRMAN FINANCIAL RESULTS NÉSTOR BASTERRA ÁGATHA ECHEVARRÍA JAIME REAL DE ASÚA Other External Director Other External Director Independent Director

Law degree and Economics graduate Law degree and Business Studies Industrial engineer, specialising in from the University of Deusto. He also graduate from Universidad Pontificia de industrial organisation from the ETSII holds an MBA from IESE. Comillas (ICADE). (Bilbao).

He has spent most of his professional She has broad professional experience in He is currently Non-executive Chairman career working in banking, both a number of multi-nationals, including of the Board of Directors of Elecnor S.A., internationally and in Spain, as head the audit firm Touche and Ross, S.A., Chairman of its Executive Committee of the Capital Markets and Corporate British Petroleum España, S.A. and the and member of its Appointments and Banking departments in Bank of America investment bank Charterhouse Limited Remuneration Committee. He is also and Banco Santander. in which she was Managing Director Chairman of the Committee of Elecnor and Director of its Spanish subsidiary Infraestructuras and Director of Enerfín He is currently the Vice-chairman and founder and director of D+A Sociedad de Energía, S.L., and of Celeo of Iberpapel Gestión S.A. and Board Documentación y Análisis S.A. Concesiones e Inversiones, S.L.U., Member of Amistra SGIIC S.A. belonging to the Elecnor Group, Director She has advised family businesses of Cantiles XXI, S.L, and Tasdey S.A. and He is member of the Board of Directors on their business strategies and is member of the BBVA Advisory Board of of Viscofan, S.A, and of its Appointments currently a Board Member of Papelera the Northern Zone. and Remuneration Committee. Guipuzcoana de Zicuñaga, SA and Banca March SA, forming part of its Audit He has also been Chairman and Director Committee and the Global Risk and of Adhorna Prefabricación S.A. until its Technological Change Committee. takeover merger by Elecnor in 2015. He was also a director of Internacional She is member of the Board of Directors de Desarrollo Energético, S.A. (IDDE) of Viscofan SA and member of its Audit between 1987 and 2012. Committee. At the same time, from 1981 until 2011 he was linked to Grupo Cementos Portland Valderrivas, where he held different management positions and was a member of the Board of Directors of various companies of this Group.

He is member of the Board of Directors of Viscofan, S.A, and Chairman of its Appointments and Remuneration Committee. ANNUAL REPORT VISCOFAN 2018 VISCOFAN ANNUAL REPORT

NON-FINANCIAL INFORMATION STOCK MARKET EVENTS AFTER. APM AND GRI TABLE LAURA GONZÁLEZ MOLERO She was an independent Director of JUAN MARCH Independent Director Viscofan from 2010 to 2016, and a Nominee Director member of its Appointments and Degree in specialised industrial Remuneration Committee, where she Degree in Administration and Business pharmacy from the Complutense carried out an important job promoting Management from Universidad Carlos University of Madrid and Executive MBA and consolidating the functions of this III of Madrid. He has completed the from the IE Business School 1999. Committee, as well as contributing Global Markets Training Program of diversity to the Board’s decision-making J. P. Morgan and the Owner/President She has held the position of CEO in large through her participation in the various Management Program of Harvard international corporations in the Health debates and deliberations where her Business School. Care and Chemical sectors in Europe. criteria and opinion have contributed to the development of the Viscofan He has developed his professional career She was Chairwoman for Latin America Group until the end of her mandate as at J.P. Morgan, London/Madrid. at Merck Serono Biopharmaceuticals an independent Director in 2016, when and Bayer Healthcare, having resided her professional commitments prevented He was General Manager and Chairman in Brazil and the United States, where her from considering her renewal as a of March Asset Management SGIIC, she was responsible for more than two Director. Madrid. thousand five hundred employees and managed business figures in excess of She is currently an independent Director He is currently Executive Chairman of one billion dollars, which has made her of Acerinox S.A., Ezentis S.A. and Bankia Banca March S.A., Vice-Chairman of an international benchmark in these S.A., member of the Advisory Board Corporación Financiera Alba and Board sectors. Her work as an executive has of ISS in Spain, a member of Women Member of the Juan March Foundation. been rewarded on numerous occasions. Corporate Director and International Women Forum and a member of Likewise, he was member of the Board of the board of trustees of the Adecco Directors and the Executive Committee Foundation, among others. of ACS, of the Board of Directors of Acerinox, S.A., and of the Board of She is member of the Board of Directors Directors and of the Strategic Committee of Viscofan SA and member of its Audit of Indra Sistemas, S.A. Committee. Nominee Director of Viscofan, S.A, representing Corporación Financiera Alba S.A. and member of its Appointments and Remuneration Committee. ANNUAL REPORT VISCOFAN 2018 VISCOFAN ANNUAL REPORT

INDEX LETTER FROM THE CHAIRMAN FINANCIAL RESULTS SANTIAGO DOMECQ JUAN MARÍA ZUZA JOSE ANTONIO CORTAJARENA Nominee Director Secretary Non-Director Vice Secretary Non-Director

He has studies at the School of Economic Law degree from the University of Law degree from the Basque Country and Business Sciences of Universidad Navarre. University and Master’s degree in Pontificia Comillas-ICADE (Madrid) Corporate Legal Services. IE Business and at the School of Economic and Practising lawyer with his own law office, Law. State Lawyer (on leave). Business Sciences of the University of founded by him, ZUZA ABOGADOS. Cádiz (UCA). Specialisation course in Working mainly in the area of civil Lawyer with extensive experience in Managing Agrifood Companies (DEA) and mercantile private litigation, and different areas of Law (mainly corporate at the International Institute San Telmo qualified in Navarre Local Law. He has governance, capital markets, M&A, (Seville). been a faculty member of the two law contracting, arbitration and litigation) schools in Navarre since they were first from holding the position of General Throughout his broad professional created. Secretary and Vice Secretary of the experience as a businessman he was, Board of Directors of Siemens Gamesa among others, Director of Coca-Cola He is member of the Advisory Board of Renewable Energy S.A. (formerly Gamesa Iberian Partners, S.L. until 2015, and prior Civil Local Law of Navarre, appointed Corporación Tecnológica S.A, 2007- to that, from 1997 Director of Refrescos by the Lawyers’ Associations of the 2017) and for his active service as a Envasados del Sur, S.A. (RENDELSUR), Autonomous Community of Navarre. State lawyer (1998-2007) and lawyer company that joined Coca-Cola Iberian for EY Legal (1990-1993). As a member Partners S.L. in 2013. He is on the list of arbitrators in of Gamesa’s senior management, he Mercantile Law of the Arbitration was also appointed Corporate General Currently he is Director of Algar Aguas Court of the Chamber of Commerce Manager of the Group (2013-2017). de Cádiz, S.A., Member of the Provincial and Industry in Navarre and has been Board of Cádiz, Member of the Natural Treasurer for the governing committee He has also been a member of various Park of Los Alcornocales and Member of of the professional association of lawyers collegiate bodies and Boards of Directors the Provincial Environment Council. (Colegio de Abogados) in Pamplona for in public sector organisations and ten years. companies and has provided advisory He is the Sole Director of Angustias y services as secretary of their governing Sol, S.L and of its group of subsidiary He also is member of Fundación bodies. companies operating in the financial, Universidad-Sociedad and Member of agriculture and livestock sectors, among the Guarantees Committee of the School In his teaching activity he has been a others. of Legal Sciences of the Public University professor, among others, at the School of Navarre. of Legal Practice of the University of Nominee Director of Viscofan, Navarre and member of its Office for representing Angustias y Sol S.L., and He was awarded the Order of Merit Professional Guidance and is the author member of its Audit Committee. in Law Practise by the Plenary of the of several monographs and articles in General Council of Spanish Lawyers. several legal publications. He was also awarded the 2nd Class Distinguished Cross of the Order of St. Raimundo de Peñafort by the Ministry of Justice.

He has experience as a legal advisor to, and member of, many Boards of Directors, particularly in the role of Secretary of the Board. ANNUAL REPORT VISCOFAN 2018 VISCOFAN ANNUAL REPORT

NON-FINANCIAL INFORMATION STOCK MARKET EVENTS AFTER. APM AND GRI TABLE Organisational chart of the group (31 december 2018)

WORK-LIFE INVESTMENTS CYBER SECURITY ETHICS BALANCE COMMITTEE COMMITTEE COMMITTEE COMMITTEE

REGULATORY CREDIT RISK COMPLIANCE BOARD OF DIRECTORS COMMITTEE COMMITTEE

GLOBAL RISK INTERNAL COMMITTEE AUDIT

SENIOR MANAGEMENT

JOSÉ ANTONIO CANALES Chief Executive Officer

CORPORATE MANAGEMENT DIVISION REGIONAL UNIT MANAGEMENT

CÉSAR ARRAIZA EDUARDO AGUIÑAGA Chief Financial Officer & IT General Manager Mexico JOSÉ ÁNGEL ARRARÁS BELÉN ALDAZ R&D and Quality Chief Officer Human Resources Manager Spain ANDRÉS DÍAZ LUIS BERTOLI Chief Operations Officer General Manager Brazil GABRIEL LARREA JESÚS CALAVIA Chief Commercial Officer Industrial Manager Spain ÓSCAR PONZ DOMINGO GONZÁLEZ Chief Plastic Business Unit Officer General Manager USA MILOSLAV KAMIS CORPORATE SERVICE DIVISION General Manager Czech Republic

ARMANDO ARES ÁNGEL MAESTRO Chief IR & Corporate Communications Officer General Manager Uruguay ELENA CIORDIA IÑIGO MARTíNEZ Chief Legal Officer (until Dec. 2018) General Manager Serbia JOSÉ ANTONIO CORTAJARENA JUAN NEGRI Chief Legal Officer (From Dec.2018) and Deputy Secretary General Manager Asia-Pacific JAVIER GARCÍA MARÍA CARMEN PEÑA Chief Internal Audit Officer Financial Manager Spain IÑAKI RECALDE BERTRAM TRAUTH Chief Technology & Diversification Officer General Manager Germany (Until Dec. 2018) JUAN JOSÉ ROTA WILFRIED SCHOBEL Chief Human Resources Officer General Manager Germany (From Dec. 2018) RICARDO ROYO Chief Europe Business Officer

Note: Elena Ciordia held office until December 2018. José Antonio Cortajarena was appointed legal director and deputy secretary of the board in December 2018. Bertram Trauth held office until his retirement in December 2018, when Wilfried Schobel was appointed as General Manager in Germany. On 1 January 2019, César Arraiza was appoin- ANNUAL REPORT VISCOFAN 2018 VISCOFAN ANNUAL REPORT ted Chief Strategy, Organization & Systems Officer, with responsibility in formulating strategies and supporting the business units in their execution, the organisational design and the management of the Group’s information systems, and Mary Carmen Peña was appointed as CFO of the Viscofan Group.

INDEX LETTER FROM THE CHAIRMAN FINANCIAL RESULTS Good governance practices The Viscofan Board of Director’s commitment to Good Governance General principles of good is manifested in its Corporate Social governance in the Viscofan Group Responsibility (CSR) Policy, which was approved by the board to promote Viscofan, as the holding company of the development of a culture of best a group of companies present in 18 practices in CSR and contribute to countries, including those newly acquired improving the welfare of people, in Australia and New Zealand, considers promote the economic, environmental that good corporate governance is an and social development of the essential factor for the generation of communities in which the Viscofan value, the improvement of economic Group is present, and create sustainable efficiency, the integration of the business value through ethical behaviour for all its and the reinforcement of the trust of stakeholders: shareholders, employees, its shareholders and other stakeholders customers, suppliers and society. through the proper division of functions, duties and responsibilities between the To this end, the Regulations of the governing and management bodies of Boards of Directors were amended in the company. 2018, adding new functions to the Audit Committee, which must periodically To this end, Viscofan adds a strategic assess the adequacy of the company’s value to its good corporate governance corporate governance system in order to to provide a high level of trust to fulfil its mission of promoting corporate make its business goals and structure interest and taking into account the compatible with the protection of interests of other stakeholders. It must shareholders’ and other stakeholders’ also review the CSR policy and ensure interests. that it is aimed at creating value, and monitor and assess the degree of CSR In recent years, Viscofan has compliance. progressively reinforced its structure to ensure the incorporation of the principles and best practices of good corporate governance both nationally and internationally, adapting them to the circumstances of the group until reaching the best level of compliance. ANNUAL REPORT VISCOFAN 2018 VISCOFAN ANNUAL REPORT

NON-FINANCIAL INFORMATION STOCK MARKET EVENTS AFTER. APM AND GRI TABLE Good governance bodies In 2018, a proposal was submitted again for a bonus per share of €0.01. Likewise, The governance structure of Viscofan is at the 2018 General Shareholders’ based on two main bodies: the General Meeting, it was agreed to reduce the Shareholders’s Meeting and the Board of number of shares required to attend Directors the meeting (from 1,000 shares to 100 shares), without prejudice to Shareholders and the General Meeting the shareholders’ right to group for this purpose and also to facilitate The General Shareholders´ Meeting shareholders with the option of remote is the supreme governing body of voting or, where appropriate, voting the Company in which shareholders by proxy through electronic means, decide by a majority vote on the affairs including the possibility that said proxy within the scope of their authority. The contain voting instructions. General Meeting of Shareholders is one of the most important moments With the same purpose of encouraging of corporate life and will shaping. and facilitating the participation Viscofan has established the principle of of shareholders in the General “one share, one vote”, which promotes Shareholders’ Meeting, Viscofan equality among all of the company’s published on its website an attendance, shareholders. proxy appointment or remote voting card to make it easier for shareholders to There is only one class of shares, giving exercise their rights through its use and the same rights and obligations to all of a questionnaire to respond to the most the Company’s shareholders. There are commonly asked questions, formal and no restrictions to voting and no limit to tangible, directed by its shareholders, the number of votes that can be cast by depository institutions and other one single shareholder. intermediaries on the development of the General Meeting and other items Over recent years, Viscofan has included in the agenda, and it continues taken a number of steps to facilitate to promote continuous dialogue with transparency, fluid communications shareholders, their representatives and and shareholder involvement. A advisors through the Investor Relations particularly noteworthy initiative is a Department and the Shareholder Desk bonus for attendance payable to the to ensure access to information that shares present or represented at the is necessary for them to exercise their General Shareholders´ Meeting that rights and take appropriate decisions. have duly evidenced their attendance or representation thereat, which is recorded in the Policy to encourage shareholders to take part in the General Meeting of Shareholders approved by the Board of Directors. ANNUAL REPORT VISCOFAN 2018 VISCOFAN ANNUAL REPORT

INDEX LETTER FROM THE CHAIRMAN FINANCIAL RESULTS As from the notice of the General Shareholders´ Meeting, Viscofan includes General Shareholders´ a link on the landing page of its website Meeting participation with direct access to all the information related to the General Meeting, including electronic means for the delegation of General Meeting 25/5/18 27/4/17 21/4/16 votes and distance vote, and the card % Attending in person 18.22% 17.20% 13.90% that can be used to exercise such rights, % Proxy 53.83% 21.53% 18.08% along with a list of questions received on the General Meeting and answer to % Remote 8.31% 40.39% 48.10% them. Total participation 80.37% 79.12% 80.08%

As a result of these measures, at the General Meeting held on 25 May 2018, 80.37% of the company’s share capital participated, 79.12% in 2017 and 80.08% Electronic forum in 2016, maintaining the high attendance To facilitate communication among shareholders with reference to the General percentage in the General Meetings of Meeting , in which they can publish: the last years, above the average for listed companies, which is especially º Any supplementary proposals to the agenda announced in the notice of the significant taking into account the General Meeting. company’s high free-float. º Requests of support for such proposals. º Initiatives to reach the percentage required to exercise statutory non- controlling shareholder rights. º Offers or requests to act as a voluntary proxy.

INVESTOR RELATIONS AND INVESTOR RELATIONS SHAREHOLDER’S OFFICE: E-MAIL: +34 948 198 436 [email protected] ANNUAL REPORT VISCOFAN 2018 VISCOFAN ANNUAL REPORT

NON-FINANCIAL INFORMATION STOCK MARKET EVENTS AFTER. APM AND GRI TABLE Board of Directors In order to perform the functions with The Board of Directors the required rigor and efficiency, the The Board of Directors is the body Board of Directors of the Company consists of ten directors, of in charge of the representation and prepares an annual schedule of meetings which two are executive, two administration of the Company, of the Board and the various committees, with its general principle of action to so that the directors can better plan their are nominees, two are other maximise the value of the company time and to encourage commitment external and the other four are in a sustained manner. Its essential to, and attendance of meetings. independent, thus complying function is the general supervision of all Furthermore, the annual plan includes aspects that form part of the Viscofan visits to some of the Group’s centres with the recommendations for S.A. company and, as the case may and involvement of the management to good corporate governance in be, of the companies that comprise better monitor the implementation of its group of companies, and the Board the Group strategy and the management that the number of nominee must always follow the criteria of the of each of its companies. The Board holds and independent directors unity of purpose, the independence regular meetings for which directors should constitute an ample of criteria, equal treatment to the receive the information they need well shareholders and be guided by the social in advance, including, as appropriate, the majority on the Board of interest, understood as sustainably minutes or reports of the different Board Directors. maximising the economic value of the Committees. company (Art.4 of the Board of Directors Regulations). The Board met on 12 occasions in 2018, and the Board Chairman attended all the The Board of Directors consists of ten meetings. All meetings were attended directors, of which two are executive, by all the directors in person, or by proxy two are nominees, representing the with specific instructions. The percentage shareholders Corporación Financiera of meetings attended in person of the Alba, S.A., and Angustias y Sol S.L., total votes during 2018 was 95.83%. two are other external and the other four are independent, thus complying Likewise, the Board of Directors carries with the recommendations for good out its annual evaluation of the quality corporate governance in that the number and efficiency of operation, diversity of nominee and independent directors and competences of the Board itself and should constitute an ample majority on of the Committees, coordinated by the the Board of Directors. The secretary and Secretary and conducted by the Lead vice secretary do not hold the position of Director in the case of the Executive directors. Chairman, to whom the Appointments and Remuneration Committee submits In terms of gender diversity on the Board its report, where it analyses the formal of Directors, 20% of the members are and material aspects of its activity, women and 80% are men. the performance of the directors and Chairmen of each of the Committees and that of the Board itself, including any observations that may be useful to improve its work. ANNUAL REPORT VISCOFAN 2018 VISCOFAN ANNUAL REPORT

INDEX LETTER FROM THE CHAIRMAN FINANCIAL RESULTS In 2016, the company commissioned Board of Directors Committees Spencer Stuart as an independent external advisor to evaluate the The Board has created two committees Board and its Committees with highly in support of its functions: The Audit satisfactory results. Actions are still Committee and the Appointments and being carried out to guarantee the Remuneration Committee. participation of the directors, facilitating their dedication and attendance to the On 25 May 2018, the Delegated meetings, to provide them with tools to Committee in effect until that date give more in-depth knowledge of specific was decommissioned as a result of aspects of the activity and specific there being two executive directors, the environments of the different production adaptation of the size of the Board to the centres, thus improving the monitoring recommendations of good Governance, of the strategy of the Group and of each together with a greater specialisation of its companies. The participation of an and assignment of functions to the Board external advisor is again planned for the Committees and the development of evaluation process for 2019. Board meetings and committees that have improved their Visibility of the Full information of the Board of Company, empowered to request the Directors is permanently accessible in presence of senior management and Full information of the Board of Directors is the “Corporate Governance” section other Group employees to inform at its permanently accessible in the “Corporate Governance” section of the Company’s website of the Company’s website, which also meetings. http://www.viscofan.com/corporate- responsibility/corporate-governance includes individualised information of the category of each of the directors, Therefore, by replacing its activity with reviewed every year, once it has been that of the Board as a whole and of the verified by the Appointments and Committees in the functions assigned Remuneration Committee, membership to them, increased fieldwork and in the different Committees, and other preparation of the topics to be discussed relevant details, as referred above in this by the Group’s senior management is report. also required.

A new remuneration policy for directors Until its decommissioning on 25 May was approved at the 2018 General 2018, the Delegated Committee Meeting held on 25 May, which came comprised three directors, the Chairman into force on that date and which is and the two Vice chairmen. The available on the company’s website. Delegated Committee met 5 times in 2018 and complied with its delegated board duty. ANNUAL REPORT VISCOFAN 2018 VISCOFAN ANNUAL REPORT

NON-FINANCIAL INFORMATION STOCK MARKET EVENTS AFTER. APM AND GRI TABLE scope of their duties, establish and supervise a mechanism that allows employees to confidentially and, if Audit Committee appropriate, anonymously, communicate 11 meetings their concern about possible irregular practices of potential importance, especially in accounting, financial or auditing, human rights and corruption within the company. The Audit Committee comprises five members, 40% women and 60% men. This last aspect, the new wording of the All non-executive and the majority are 2018 Board of Directors Regulations, independent, appointed by the Board includes new functions for the Audit of Directors pursuant to a report by Committee who must also periodically the Appointments and Remunerations evaluate the adequacy of the company’s Committee, bearing in mind accounting, corporate governance system and auditing and risk management review, assess and monitor the Corporate knowledge, skills and experience. Its Social Responsibility policy, in addition Chairman is the independent director to supervising the non-financial reporting Ignacio Marco-Gardoqui. and diversity process.

The functions of the Audit Committee To better fulfil its functions, the Audit include those established by law, Committee may seek the advice of including supervising the preparation external professionals. The Audit and integrity of the Company’s financial Committee issues its own annual report information, and reviewing the ICFR; of activities, available to the public on review, analyse and comment on the the company’s website. financial statements and other relevant financial information with Senior In 2017 the Audit Committee put Management, internal and external forward to the Board of Directors the auditors; supervise the adequacy of designation of PricewaterhouseCoopers the control policies and procedures in S.L. as the new Accounts Auditor of place, reviewing the internal control Viscofan S.A. and the consolidated Group and risk management systems; for 2017, 2018 and 2019. supervise internal audit services and verify that Senior Management takes The Audit Committee met 11 their recommendations into account; times in 2018. Throughout its propose an external auditor, ensure its relationship with its external auditor independence, review the audit plan and (PricewaterhouseCoopers S.L. in the results of its execution. accordance with the approval by the 2017 General Shareholders´ Meeting It shall also supervise compliance with as accounts auditor for 2017, 2018 the internal codes of conduct and the and 2019 years) and as one of its rules of corporate governance, be aware obligations, it ensured that the financial of and, where appropriate, respond to statements were presented without initiatives, suggestions or complaints reservations or qualifications, and with raised by shareholders regarding the total independence. Whenever the Audit ANNUAL REPORT VISCOFAN 2018 VISCOFAN ANNUAL REPORT

INDEX LETTER FROM THE CHAIRMAN FINANCIAL RESULTS Committee considered it appropriate, it promoted and supervised its compliance required the presence of members of the with the Social Corporate Responsibility management team, the internal audit policy and has monitored the reporting and external auditors. process of the non-financial statement added in the management report. As in preceding fiscal years, the Audit Committee has revised and analysed, Regarding the functions developed by prior to its submission to the Board of the Group’s Intern Audit area, on which Directors and disclosure to the CNMV it reports functionally to the Audit and the stock markets, the financial Committee, the Committee has analysed statements both of Viscofan S.A as and approved the work plan for the well as of its Group, and the contents 2018 fiscal year elaborated by this area, of the quarterly, six-month and annual has carried out a recurring supervision reports, to confirm that the information of its execution and has been directly contained is reliable, comprehensible, informed about any incidences during its relevant and that accounting criteria development consistent with the previous year-end has been followed, for which it has Finally, it informed the Board of Directors been provided with the assistance of all of its activities, also delivering all of the Group’s Senior Management, the minutes of its sessions to the Board especially of the areas in charge of the Members, as well as the information Consolidation and Financial functions, as related to the risk map and the tax well as of external and internal auditors. issues.

Among subjects regarded by the Committee are the analysis on the acquisition of companies Transform Pack Inc., Globus Australia PTY Ltd, Globus New Zealand Ltd and Jupiter PTY Ltd. and the monitoring of “Purchase Price Allocation”, done in accordance with current regulations. Also the monitoring of indemnifications for infringement received and the agreement reached with Crown Food Spain, S.A., the monitoring of the balance of ICMS receivable in Brazil and its recoverability plan, among others. The Committee has analysed and approved the work plan for 2018 fiscal year developed by this area, has carried out a recurring supervision of its execution and has been directly informed about any incidences during its development. In relation to Directive 2014/95/UE, the Spanish legislation in force and Law 11/2018, about non- financial information, the Committee has ANNUAL REPORT VISCOFAN 2018 VISCOFAN ANNUAL REPORT

NON-FINANCIAL INFORMATION STOCK MARKET EVENTS AFTER. APM AND GRI TABLE Directors, whose appointments will be The Committee for work-life balance of Appointments proposed to the Company’s General employees of the Viscofan Group also and Remuneration Shareholders’ Meeting for its approval. reported to this committee. Committee 9 meetings Finally, regarding this section of The composition, functions, capturing and retaining talent and organisational and operational rules, as guaranteeing their continuity, it has well as the duties assigned to each one reviewed the plans for the succession of the Board committees are detailed in The Appointments and Remuneration of the Chairman, the Director General the internal regulations of the company, Committee is made up of four non- Manager and Senior Management, and described further on, and in the Annual executive directors appointed by the the talent management policy. Corporate Governance Report. Board of Directors: two independent, one classified as other external and one In terms of remuneration, in 2018 this In 2018 the Bylaws, the Regulations nominee. It is chaired by the independent Committee prepared and submitted to of the General Shareholders’ Meeting director Jaime Real de Asúa. the Board of Directors, for approval by and the Regulations of the Board of the General Shareholders’ Meeting, a Directors were amended to adapt them The Appointments and Remuneration new remuneration policy for directors to legislative changes and corporate Committee met on 9 occasions in 2018 for the next three years that the governance recommendations. and, whenever considered appropriate, 2018 General Shareholders’ Meeting the presence of senior management approved with the majority vote of Upon call notice of the General members was requested. the shareholders (95.35%). It is worth Shareholders´ Meeting, as mentioned highlighting the incorporation of new above, the annual activities report of It fulfilled its normal duties, as good governance practices into the new the Audit Committee and those of the established in the regulations and those policy, such as the claw-back clauses for Appointments and Remunerations set out in the Company By-Laws and the variable remuneration paid in accordance Committee, as well as the independent Board of Directors Regulations. with the recommendations of the reports of the auditor and related Code of Good Governance, seeking to party transactions drafted by the Pursuant to the functions entrusted to make moderation and supervision in Audit Committee are all published. it, in 2018, the Committee reviewed the remuneration compatible with attracting All information on the Committees, qualification of directors, it prepared and retaining talent needed to help functions, composition and activities, reports for the assessment of executive reinforce Viscofan’s leadership in a as well as its different reports and the directors and the assessment of competitive environment. proposal on the Board’s remuneration the Committee itself and it headed referred to above can be consulted on the assessment of the Board and its Likewise, the Committee has fulfilled its the company website www.viscofan.com. committees regarding its activities in mission in relation to the preparation 2018. of the Annual Report on Directors’ Remuneration, as well as in the setting Likewise, it analysed the competencies, and review of the objectives to which the knowledge and necessary experience in annual variable remuneration is subject, the Board, it requested the presence of and has monitored the compliance with the Lead Director to know the concerns the requirements for the three-year of the non-executive directors, it made remuneration, both for the directors recommendations to the Board of and senior management, as well as, Directors for proposals and reports ultimately, the salary policy for senior for the re-election or appointment of management. ANNUAL REPORT VISCOFAN 2018 VISCOFAN ANNUAL REPORT

INDEX LETTER FROM THE CHAIRMAN FINANCIAL RESULTS Compliance system INTERNAL REGULATIONS IN THE SCOPE OF THE GOOD GOVERNANCE POLICY Code of conduct The internal rules governing the aforementioned bodies, supplemented by the The Viscofan Code of Conduct contains applicable rules to ensure good corporate governance in the Viscofan Group, the ethical principles and guidelines are available to shareholders and the general public on the Company’s website for conduct to be followed by the (www.viscofan.com), as well as in compulsory publications and registration, on administrators, directors and employees the website of the CNMV (www.cnmv.es) and the Mercantile Registry of Navarre of the Viscofan Group, as well as any www.rmbmnavarra.com, respectively. person who works for the Viscofan Group, in the development of their The internal regulations are principally made up of: professional activity. — Articles of Association: These are the basic rules governing the Company and The general ethical principles included all its bodies. The articles set out the main features and operating principles of in such Code can be summarised in: the General Shareholders’ Meeting, the Board of Directors and its committees. Respect and Defence of Human Rights; Sustainability; Integrity, Responsibility — Regulations of the General Shareholders´ Meeting: This text lays down and Transparency; Respect and Non- the regulations governing the General Meeting to ensure transparency and Discrimination; Efficiency; and Loyalty. safeguard shareholders’ rights, and their access to Company information. The rules stipulate the formalities of calling, attending, holding and recording The Board of Directors has among General Meetings of Shareholders and of access to prior and General Meeting its functions to ensure the correct information by shareholders. application of this Code of Conduct, and to that end, it has the collaboration — Regulations of the Board of Directors: These set down the principles of of the Compliance Committee and the action of the Board of Directors, including an appraisal mechanism, and its Ethics Committee, who supervise and organisational and operating rules, the standards of conduct of Directors, their monitor compliance with the Code of duties (including the duty to avoid conflict of interest) and the overarching Conduct. principles that should guide their decisions. They also govern committees existing within the Board of Directors, their organisational and operational rules, and their remit and powers. On 25 May 2018, the Board of Directors approved new text for the Board of Directors Regulations that is available on the company’s corporate website. ANNUAL REPORT VISCOFAN 2018 VISCOFAN ANNUAL REPORT

NON-FINANCIAL INFORMATION STOCK MARKET EVENTS AFTER. APM AND GRI TABLE Likewise, within the regulatory compliance system, the Viscofan Group has approved and made available to employees on the internal network, action policies in the following areas:

adherence to the United Nations executive functions, including the Global Compact with regard to objectives and metrics of the variable Human Rights, work, environment, remuneration, expost adjustments, anti-corruption and with the the table with all the remuneration incorporation of the Human Rights components and the summary of Good Governance Policy and the Global Compact to the main contractual conditions of its internal regulations. By doing the executive directors, as well as the — Anti-corruption policy: This policy so, it emphasises its promotion and characteristics of the remuneration is intended to minimise the risk compliance, by incorporating the system of the directors in their of employees and third parties policy to the organisational and condition as such. Including the committing any type of corruption, compliance control structure of the maximum amount of the annual and to reinforce the Group’s position Group. remuneration to be paid to all in the event of any breach to avoid directors. actions involving bribery, extortion — Communication policy with and other forms of corruption. shareholders, institutional — Director Selection Policy: The investors and its representatives or Appointments and Remunerations — Risk Control and Management advisors: In order to ensure on-going Committee drafts this policy in order Policy: The purpose of the Risk communication and give certainty to provide the Board of Directors Control and Management Policy is to shareholders on the transparency with candidates that can offer the to set the basic principles and the and access to information and pay competencies, knowledge and general action framework to control particular attention to their points experience required for the Board and manage risks of all nature faced of view on corporate governance at all times, taking account of the by the Viscofan Group in order rules and practices, among others, vacancies to be covered and the to identify, measure, prevent and the Company’s Board of Directors structure and composition of the mitigate their impact in its activity, in approved a Communication policy Board. case of any occurrence. with shareholders, institutional investors and their representatives — Policy to encourage shareholders — Corporate Social Responsibility or advisors based on the principles of to take part in the General Policy: It acknowledges the equality, transparency and legality. Shareholders´ Meeting: attendance commitment of the Viscofan fee. All shareholders may exercise Group to developing its activities — Internal Code of Conduct on their attendance and participation responsibly, maximising the creation Matters Relating to the Securities rights in accordance with objective of sustainable and shared value Market: Rules of conduct to ensure non-discrimination criteria and, for its stakeholders (shareholders, that the institutional and personal therefore, the application of this employees, the market and the acts of the Company Directors and policy will benefit all shareholders society as a whole), identifying, employees strictly comply with who comply with such requirements. preventing and correcting the current laws and regulations on possible negative impacts of its transparency in the markets and to actions. protect investors’ interests.

— Human Rights Policy: The Viscofan — Board Remuneration Policy: The Group aims to highlight its support Board of Directors approved the and contribution to the spreading remuneration policy that includes the and respect of Human Rights characteristics of the remuneration within its scope of action, with its system of the directors who perform ANNUAL REPORT VISCOFAN 2018 VISCOFAN ANNUAL REPORT

INDEX LETTER FROM THE CHAIRMAN FINANCIAL RESULTS and reduce its risks, by guiding and courtesies and the eventual granting setting the conduct guidelines that of advantages with another purpose, are admitted by the organisation. as to avoid the latter.

Commercial: — Policy of Business Courtesies: — Policy to outsource commercial Around the world there are generally services: distributors, agents and — Commercial Practices Manual: accepted customs and practices other: The policy to outsource The commercial activity has the which include awards, gifts or other commercial services is developed due opportunity and the obligation courtesies as a show of cordiality, to the growing need of incorporating of providing a reliable picture of fondness and appreciation. However, new control guarantees in business the quality and good practices of under the guise of business management. An important part of the Viscofan Group, to all those courtesies, there might be a granting our sales takes place through external interlocutors with which we are likely of advantages with the hidden business services and, therefore, to have a relationship. purpose of influencing decisions of their correct identification, follow-up one of the parties to the commercial and control are required for smooth This document notes the guidelines relationship, vitiating it. business operation and standards that have to be taken into account throughout the The purpose of the policy of business development of a commercial activity courtesies of the Viscofan Group is to within the Viscofan Group. Its aim is establish an objective criterion that to ensure the security of such activity sets the difference between business

assurance on the financial — Tax Strategy: It embodies the information that is prepared, showing principles and basic lines that will an accurate, true, correct, complete govern the tax strategy of the and homogeneous picture of the Viscofan Group in accordance with economic situation, complying with the applicable legislation and with the applicable legal obligations best tax practices, avoiding risks and Financial and tax resources of Viscofan SA and of each of the inefficiencies and ensuring adequate companies comprising the Group. coordination of tax practise in each — Policy on Internal Control of the jurisdiction and its alignment with Financial Information: Viscofan This policy includes the basic general the long-term business strategy of trades in the Spanish stock market, principles of the Policy on Internal the Group and the achievement of and therefore the internal control Control of the Financial Information, corporate profit. systems of the Viscofan Group which shall be further developed in need to be able to give reasonable manuals and guidelines. ANNUAL REPORT VISCOFAN 2018 VISCOFAN ANNUAL REPORT

NON-FINANCIAL INFORMATION STOCK MARKET EVENTS AFTER. APM AND GRI TABLE the organisational structure, and strategies. Its management must indicates the actions necessary to ensure availability, and combine both guarantee the security of the systems the functionality and operability of and networks of the Viscofan Group. systems and networks, and their security. — Authorisation Policy on Computer Information and systems Access and Profiles: The computer — Policy on Audiovisual Information systems and networks of the Viscofan Control: Viscofan’s leadership — Personal Data Protection Policy: Group form a unit of work and of the casings sector is greatly The protection of natural persons information the protection of which underpinned by the development and with regard to the processing of requires the creation of measures constant evolution of manufacturing personal data is a fundamental right that ensure its correct use. Resources technologies in the different product that must be respected. management must be performed families. Protecting this technology through authorisations. In the area and its know-how is vital for the The Data Protection Policy of computing, authorisation access company to continue the creation establishes the commitment of the and user permissions are used as a of value in the long-term. This, and Viscofan Group with personal data security system to limit and control the fact that capturing audiovisual privacy and protection of all natural access to computer systems and means are readily available, requires persons linked with the Viscofan networks. standardisation in its use through the Group. The purpose of the Personal Policy on Audiovisual Information Data Protection Policy is to ensure — Password Policy: One of the basic Control. personal data protection, setting the principles to ensure security of common principles and guidelines computer systems and networks for the Viscofan Group in compliance within the Viscofan Group, is to with and adequacy of the applicable regulate and limit their access. legislation. — Computer Systems and Networks — IT Security Policy: The information Management Policy: This document storage, management and outlines the Computer Systems and use environment is evolving Networks Management Policy of exponentially, and the Viscofan the Viscofan Group. The computing Group is aware of the importance departments manage and support of information security for the the computer systems and networks proper conduct of its activities. of the Viscofan Group, to assist The policy therefore establishes the operational processes of the the basic principles of security, Group and match its objectives and ANNUAL REPORT VISCOFAN 2018 VISCOFAN ANNUAL REPORT

INDEX LETTER FROM THE CHAIRMAN FINANCIAL RESULTS internal rules and procedures that the location of each company, its have to be complied with, and to offices or production plants. speed up the adaptation of new employees to the Group. Such expenses and the requirements that must be met in accordance — Training Policy: The aim of the with the internal regulations and People Training Policy is to guarantee that applicable laws have to be regulated Viscofan Group’s employees have all in each case, so that they are borne — Policy on Staff Selection and the knowledge and skills necessary by the different companies of the Recruitment: The activity and for optimum execution of the duties Group. the development of the Viscofan assigned to them, improving or Group are largely determined by the updating their performance. — Code of conduct for trips and effort, work and commitment of the stays abroad: It sets out the action people that make it up. This requires — Staff Leave Procedure: The aim principles and behavioural patterns a solid policy on staff selection of the Staff Leave Procedure of the that must be followed by directors, and recruitment so as to ensure Viscofan Group is to establish a managers and employees of the objectivity and qualification of new smooth and safe process that is able Viscofan Group in their trips, travel staff, and the selection of the people to guarantee business security and or stays, both temporary and who best meet the requirements in continuity due to any person’s leave, permanent, in countries other than each case. with the same guarantees and level their country of origin, as a result of of confidentiality, and avoiding the their professional relationship with — Policy on New Recruits’ Reception: loss of other resources. the Viscofan Group. The purpose of the reception policy reflected in this document is to — Policy on Business Expenses: ensure an appropriate reception, The international expansion of the with an overall and efficient view, Viscofan Group and its commitment to all our new staff members of the to deliver products in the world Viscofan Group, so as to guarantee market result in the need for their knowledge of the position, continuous staff movements and give duties to be performed and the rise to numerous expenses away from ANNUAL REPORT VISCOFAN 2018 VISCOFAN ANNUAL REPORT

NON-FINANCIAL INFORMATION STOCK MARKET EVENTS AFTER. APM AND GRI TABLE rules in each case and based on recommendations to ensure the quick the internal requirements set identification and recall of products across the Group or in each one of that might represent a risk for food the companies. The main purpose safety, in case of crisis, in order to of these principles is prevention, protect consumers, brand image in Production through the performance and the market and the interests of the implementation of effective actions Viscofan Group and its customers. — EHS (environment, health prior to the materialisation of risks, & safety) policy: This is the in order to avoid them, or to reduce — Policy on Management of commitment to undertake industry their impact if they were to take Purchases for Assets and Contracts best practices on this matter, as place. for Services: The management of befits our position and world leading purchases for assets and contracts for vocation. — Food Regulation Policy: Its purpose services must satisfy the needs of the is to ensure compliance with and Viscofan Group as best possible. This — Basic principles in safety, health adequacy to food regulations that policy aims to increase the activity’s and hygiene matters: The basic are applicable to the activities and security and control and reduce principles in safety, health and products of the Viscofan Group, its risks, by guiding and setting the hygiene matters embody the identifying the necessary channels conduct guidelines that are admitted commitment of the Viscofan Group for their control, analysis and by the Group. to implement and follow-up a monitoring. Prevention Management System to ensure safety, health and hygiene at — Control procedure instructions in the facilities of the Viscofan Group, case of product recall: The purpose in accordance with the applicable of this procedure is to set action

Regulatory system supervision Ethics Committee: Responsible for In 2018 the Ethics Committee met opening, on its own account or at the on 4 occasions and completed the In order to watch and monitor the request of a third party, the investigation investigation of 3 matters raised. adequate implementation and follow up of any situation that may give rise of the regulations, and the management to a situation of risk for the Viscofan and maintenance of an internal channel Group, as a result of a breach of the for complaints, the Viscofan Group has Viscofan Group’s internal regulations specific committees: or any other circumstance. To this end, Viscofan has a channel for complaints Regulatory Compliance Committee: that is also accessible to all employees, Its duties includes that of overseeing to communicate any signs that might be risks specific to the Company in relation seen as a risk, available through Vinsite to criminal liability or any other breach (internal communication platform for (internal or external) of Company employees of the Viscofan Group), mail regulations. or physical mail to the Ethics Committee at Viscofan’s head offices in Navarre. ANNUAL REPORT VISCOFAN 2018 VISCOFAN ANNUAL REPORT

INDEX LETTER FROM THE CHAIRMAN FINANCIAL RESULTS Fight against corruption

The Viscofan Group is firmly committed Neither have there been any acts that The Code of Conduct, to and ensures that its operations have been subject to relevant legal are based on the rule of law, ethical actions related to unfair competition, which is provided in the principles and fighting corruption. monopolistic practices and against protocol for welcoming Commitment underlying Principle 10 of free competition, nor have processes the Global Compact of which Viscofan or complaints been opened due to new employees, also is a signatory “Companies must work breaching laws or regulations in the includes the prevention against corruption in all its forms, social and economic field. of corruption in all its including extortion and bribery”. From this premise, Viscofan worked in 2018 on The Code of Conduct, which is provided forms. This policy, which is preparing an anti-corruption policy that in the protocol for welcoming new applicable to 100% of the was approved by the Board of Directors employees, also includes the prevention in January 2019. of corruption in all its forms. This business units, is supported policy, which is applicable to 100% of by the policy of Human This policy is governed by the principle of the business units, is supported by the Rights. zero tolerance towards any breach, and policy of Human Rights which, among is a reflection of Viscofan’s commitment its commitments, lays down that the to the fight against bribery, extortion and Viscofan Group will fight corruption in all other forms of corruption. Its purpose is its forms, including extortion and bribery. to minimise the risk of any act of such nature being carried out by employees Viscofan has its own presence in 18 and third parties, thus reinforcing the countries and sells in more than 100 position of the Group in the event of any countries around the world, some of breach. them listed as having a high risk of corrupt practices, although no cases of To avoid any type of corruption, this corruption have been reported on which policy establishes a series of guidelines the Ethics Committee have had to take that define actions that are not allowed action. and that may be subject to corruption: Bribery, extortion, facilitating payments The Global Risk Committee carries and influence peddling, gifts, business out an analysis of fraud risks, and its courtesies, donations and sponsorships, different forms are regulated in various relationships with third parties. policies; and sets specific controls and mechanisms to reduce their likelihood. Identified risks are conflict of interest and internal fraud, private corruption, and fraud and misleading advertising. ANNUAL REPORT VISCOFAN 2018 VISCOFAN ANNUAL REPORT

NON-FINANCIAL INFORMATION STOCK MARKET EVENTS AFTER. APM AND GRI TABLE