2.1 Corporate governance bodies

DIA’s corporate governance model is designed to facilitate delivery of its corporate objectives and transparent and effective protection of the interests of its shareholders and other stakeholders. In 2015, the company amended its internal body of rules and regulations to adapt them to the good governance recommendations approved by Spain’s securities markets regulator, the CNMV, in February, which affected its Bylaws and the regulations governing its main governance bodies, namely the General Meeting and the Board of Directors.

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The newly worded regulations, approved at the company’s Annual General Meeting on 24 April, factor in the changes introduced by Spanish Law 31/2014, which in turn modifies the Corporate Enterprises Act to reinforce corporate governance at listed companies, as well as some of the recommendations made in the new Good Governance Code, mentioned above.

DIA’s level of compliance with these recommendations is disclosed in its annual corporate governance report, which is available on its corporate website.

Annual General Meeting

DIA held a single General Meeting in 2015, on 24 April. The Annual General Meeting was attended, in person or by valid proxy, by 511 shareholders whose shares represented 65.98% of the total.

Quorums at recent AGMs

At the AGM, the company”s shareholders ratified the proposed amendments to the Bylaws and governing body regulations, approved the annual financial statements, the proposed appropriation of profit and the dividend motion and granted discharge to the Board of Directors for its performance during the year.

The approved changes to the General Meeting regulations reinforce this body’s role and open up new channels for encouraging shareholder participation. The shareholders in general meeting are now empowered to give management-related instructions and reserve the right to approve corporate transactions whose effects are equivalent to those of a ‘structural change’.

More specifically, the shareholders” new powers notably include the following: approval of director remuneration policy, approval of director exemptions from bans deriving from their fiduciary duty of loyalty and approval of the acquisition, disposal or contribution to another company of “essential assets”.

Moreover, the threshold needed for shareholders to exercise their rights was reduced to 3% of share capital; meanwhile all shareholders remain entitled to attend the meeting, no matter how few shares they own.

The new general meeting regulations expand the information to which shareholders are entitled in the run up to the meeting via the website and entitle shareholders to exercise their right to information up until five days before the meeting is held.

Other noteworthy changes include clarification of the criteria for calculating the quorum needed to validly ratify a resolution at the general meeting: resolutions shall be carried with a simple majority of the votes cast by shareholders present, in person or by valid proxy, and shall be understood to be ratified when a motion obtains more votes in favour than against, except for the instances in which a qualified majority is required as per the Corporate Enterprises Act or the company”s Bylaws.

Board of Directors

DIA’s Board of Directors is made up of nine members, seven of which are independent; one is executive and one is classified as ‘other external’. The Board of Directors met nine times in 2015.

The Board of Directors articulates its work around two committees: the Appointments and Remuneration Committee and the Audit and Compliance Committee.

• Appointments and Remuneration Committee:

The Appointments and Remuneration Committee has three members. It is presided by one of the company’s independent directors; its other two members are also independent directors. This committee held six meetings in 2015.

• Audit and Compliance Committee:

The Audit and Compliance Committee has four members. It is presided by one of the company’s independent directors; its other three members are also independent directors. This committee met of five occasions in 2015.

Events after the reporting period

On l5 February 2016, the Board of Directors resolved, at the recommendation of the Appointments and Remuneration Committee, to name, availing of its powers of co-option, Ms. Angela Spindler as independent director of the company. This Board resolution will be submitted for ratification at the 2016 Annual General Meeting.

Boardroom changes

In June 2015, Nicolas Brunel and Nadra Mousalem, the directors then representing Cervinia Europe and Blue Partners, respectively, resigned from DIA’s Board of Directors in the wake of the sale by both of these funds of their shares in the company.

In October, the Board of Directors appointed Juan María Nin as independent director, at which point Mr. Nin also joined the Audit and Compliance Committee.

In addition, independent directors Rosalía Portela de Pablo and Antonio Urcelay Alonso were also appointed to the Audit and Compliance Committee and the Appointments and Remuneration Committee, respectively.

Amendment of the Board Regulations

In terms of the designation and operation of its committees, the newly worded regulations incorporate several of the CNMV’s new recommendations, with the company committing to ensure that the majority of its committee members are independent directors and that they are appointed with regard to their knowledge and experience in respect of the duties required of them, thereby assuming a more stringent commitment than is required of it under the Corporate Enterprises Act.

In the case of the Audit and Compliance Committee, the amendments reinforce its role and and responsibilities in the areas of risk control and management, specifically including tax risk, the internal and external audits, corporate social responsibility, communication strategy and financial reporting supervision.

The Appointments and Remuneration Committee, meanwhile, has assumed responsibility for defining director candidate duties and aptitudes, making and revoking internal appointments, diversity related matters and other remuneration-related decisions.

Executive Committee

Integration of CSR into the governance structure

The new corporate governance recommendations include that of establishing a corporate social responsibility policy outlining the firm’s commitments in this arena. On 11 December, the Board of Directors adapted and approved the DIA Group’s Corporate Social Responsibility Policy, which defines the corporate framework governing this issue; it applies to all of the companies and countries comprising the group.

In parallel, the Board of Directors approved the adaptation of a series of complementary policies that regulate relations with various stakeholders: Investor Communication Policy, Tax Policy, Media Relations Policy, Risk Management Policy, Environmental Policy and Quality Management Policy.

DIA’s corporate social responsibility function reports to the Board of Directors, which is tasked with oversight of compliance with this policy via its Audit and Compliance Committee.

The Audit and Compliance Committee has been vested with the following CSR-related duties: orientation of CSR policy around value creation, strategy monitoring, supervision and evaluation of the processes governing relations with the various stakeholders, evaluation of the company’s non-financial risks and coordination of the non-financial and diversity related reporting process, in keeping with applicable legislation and benchmark international standards.