ESCELSA is managed by an up to nine members non-executive Board of Directors and by a Management team with up to six members, including the CEO. 

 BOARD OF DIRECTORS

 Members of the Board of Directors are nominated by the controlling shareholders (IVEN and GTD), by the workers’ representative, by the ESCELSOS pension fund and other shareholders, and elected for a three-year term at the General Shareholders’ Meeting.  The Chairman and Vice-Chairman are elected from among the members.  The board meets every two months, or whenever convened by the President or by a majority of the Members, and is required to:  

• Determine ESCELSA’s overall business strategy, by setting management guidelines and exercising overall supervision; 

• Ensure that these guidelines are followed;

•  Ensure that the plans it approves are implemented and monitor the results;  

• Elect and remove directors from office, and define their responsibilities; 

• Define the Company’s organizational structure;

• Define committees and their members.  At the moment there are only two committees:

The Corporate Issues Committee – analyses and gives its opinion on corporate issues. 

The Finance Committee – analyses and gives its opinion on financial issues. 

 MANAGEMENT

 The Management team is the executive arm, responsible for the day-to-day administration of ESCELSA, within the guidelines set by the General Shareholders’ Meeting and by the Administrative Council.  The CEO and the Directors, besides their own duties, manage the areas of activity entrusted to them by the Board of Directors and are responsible for selecting and defining the responsibilities of their subordinates. 

 AUDIT COMMITTEE

 This is a permanent Committee, composed of three members plus their alternates, shareholders or not, elected by the General Shareholders’ Meeting for a term of one year.  Its duty is to oversee management and analyze and opine on the financial statements.