Governance Structure

We have a simple corporate structure, with a core and capital base that are entirely family-owned. In accordance with the provisions of the Articles of Association, the General Shareholders’ Meeting constitutes the highest governing body of the entity and directs its governance and activities towards the fulfilment of the established objectives and the development of its corporate purpose and interests, with a long-term vision based on viability, soundness and the sustained creation of value. From this perspective, it defines and oversees the main business and financial guidelines, seeking to maintain an appropriate balance between the entity’s strategic direction and the level of risk assumed.

This governance structure is complemented by an Advisory Board comprising professionals with recognised track records in the business, financial and legal fields. Its purpose is to provide experience, judgement and perspective in the analysis, execution and monitoring of investments, as well as to contribute to defining and developing the entity’s main strategic lines. Its members have extensive experience in leading companies and institutions and bring together complementary profiles and areas of expertise, whose diversity of perspectives enriches the analysis and decision-making process. Their participation and scope of responsibilities are defined in the Family Protocol.

The entity is managed and represented by a Sole Director, who has non-delegable responsibility for the entity’s strategic direction and coordination, as well as for defining the principles, capabilities, processes and tools underpinning its Risk Management Model.

This model is structured around the principles of the Comprehensive Risk Management System (CRMS) and enables the risks inherent in the activity to be identified, assessed, managed and monitored in an integrated manner. It defines the risk profile that the entity is willing to assume and maintain, taking into account both its nature and its scale and establishes the corresponding tolerance levels. It also sets the general profitability and risk parameters applicable to each project, assessing their alignment with the overall strategy and establishing, depending on the nature of each investment, the specific guidelines and limits governing its management.

The model seeks to preserve an appropriate balance between profitability, risk and liquidity, optimising the financial structure and striving for an efficient allocation of capital. Where the nature of the risk so warrants, it also provides for its appropriate transfer to specialised external entities, avoiding exposures that are not consistent with the defined strategy or risk profile.

“Diversification by geographical area and sector, together with prudent liquidity management, is an essential element of our investment strategy”.
Inversiones Maslosa.

Management is structured around the following principles and processes:

• The ongoing identification of risks and uncertainty factors that may have a material impact on management objectives, the financial position or the ability to generate results, including contingent liabilities and off-balance-sheet exposures.
• The assessment and monitoring of risks using consistent criteria and procedures, taking into account both their individual magnitude and their aggregate impact on the activities as a whole..
• The definition of policies, criteria, limits and indicators that clearly delimit the scope of action and permissible levels of exposure, together with the mechanisms required for their approval, implementation and oversight.
• The periodic monitoring of factors that may significantly affect results, with the aim of anticipating potential deviations, mitigating their impact and preserving the stability of results.
• The continuous review of the adequacy and effectiveness of the model, incorporating, where appropriate, developments in reference standards, best practices and recommendations relating to risk management and control.

This approach provides an integrated view of the financial and non-financial risks inherent in the activity, including operational, technological, social, environmental, political and reputational risks, as well as tax risks and those associated with contingent liabilities. Its application enables a systematic and consistent risk perspective to be incorporated into the decision-making process, promoting prudent management of exposures and a capital allocation consistent with the strategy, financial capacity and long-term outlook.