Governing Bodies

MAPFRE Governing Bodies

At MAPFRE, not only are we concerned with what we do, but also how we go about it. From the outset MAPFRE's governing bodies have demonstrated special concern for ensuring good corporate governance. As such, they have adopted a series of principles and regulations, which have in turn been modified over time in line with structural changes at MAPFRE, with these being enshrined in the group's institutional, business and organizational principles.

At present the company is governed by its bylaws, the regulations of its annual general meetings and the regulations of the Board of Directors.

MAPFRE S.A. is listed on the Madrid and Barcelona Stock Exchanges, and is part of the IBEX 35, Dow Jones Stoxx Insurance, MSCI Spain, FTSE All-World Developed Europe Index, FTSE4Good and FTSE4Good IBEX.

Main Governing Bodies:

Board of Directors

This is the group's ultimate administrative and supervisory body. It includes a Steering Committee and three delegate committees: the Audit Committee, the Appointments and Remuneration Committee, and the Risk and Compliance Committee. The Board of Directors appoints the Chairman, Vice Chairmen, Independent Director Supervisor, and Secretary.

Steering Committee

This is the Board of Directors delegate body responsible for senior management and permanent oversight of all strategic and operational aspects of the company's ordinary business affairs, and those of its subsidiaries, acting with full powers except those that may not be delegated by law. The Chairman and First and Second Vice Chairmen of the MAPFRE S.A. Board of Directors are also the Chairman and First and Second Vice Chairmen of the Steering Committee, which will be comprised of a maximum of 10 members.

Audit and Compliance Committee

This Committee is comprised of between three and five non-executive directors, the majority of whom must be independent directors. One will be appointed based on their expertise and background in accounting, auditing or both. The Committee's duties include reporting on audit results, supervising the efficacy of internal controls, overseeing the generation and presentation of financial reporting, submitting proposals for selection of the independent auditor, etc.

Appointments and Remuneration Committee

The Committee is comprised of between three and five non-executive directors, at least two of whom must be independent directors. Its duties include establishing candidate profiles to fill vacancies on the Board of Directors, setting representation targets for the most underrepresented gender on the Board of Directors, and to propose independent director appointments, as well as remuneration policies for directors and general managers, and so on.

Risk Committee

The Committee is comprised of between three and five non-executive directors. Its duties include providing support and consultancy to the Board of Directors when establishing and evaluating risk management policies at the group, supervising the correct application of good governance rules, supervising compliance with internal and external regulations, and so on.

Executive Committee

Under mandate from the Board of Directors, this body directly supervises the management of business units and corporate areas, and ensures that they act in a coordinated manner.

Global Business Committee

This Committee is responsible for analyzing the progress of MAPFRE's insurance businesses and services worldwide, for the implementation of all approved plans, and for proposing measures to correct and improve the same. It regularly reports on its proposals and activities to the MAPFRE Executive Committee.