The Board of Directors is the supervision and control body for the Company's business, with an exclusive remit on matters such as corporate governance and sustainability.
It directs and monitors the Company's strategy, objectives, risks and results in sustainability-related matters, and, via the relevant Committees, monitors and reports on the Sustainability Strategy and on non-financial information.
Key aspects of good governance
Commitment to corporate ethics and culture
From senior management, to ensure application of the best ethical standards and principles and corporate responsibility in the organisation.
Mainstreaming
A basic element for fully integrating corporate and environmental sustainability at all levels.
Transparency and effective dialogue
With stakeholders, as essential elements to building relations of trust that bring value and provide a stimulus to economic, social and environmental progress.
Risk management
Risk management and regulation compliance.
Ethics and integrity
Legality
The overriding and inexcusable respect for and obligation of compliance with the law in force as well as Aena’s internal regulations applicable to the professional functions and responsibilities of those bound by this code.
Placing maximum and due care in preserving the image and reputation of the company in all of its professional activities, including public interventions.
Integrity, honesty and trust
These are Aena’s firm beliefs. Anyone bound by the Code must be honest and trustworthy in their professional work and the negotiations they conduct, ensuring at all times that they are not influenced by motivations, considerations or interest –whether personal or of third parties–, which could potentially lead to a conflict of interests or illegal or inappropriate behaviour.
Independence and transparency
All people bound by this Code will act impartially at all times, maintaining independent criteria separate from any external pressure or particular interest. Aena does not interfere or participate in political processes. Nor does it make direct or indirect contributions to political parties, organisations or associations, or their representatives or candidates; or to media professionals.
Excellence and quality
Excellence and quality in meeting our stakeholders’ expectations. Our professionals fulfil their functions with due diligence, providing a secure quality service geared at meeting our stakeholders' expectations as a main way of ensuring excellent results and a sustainable evolution of society in the short-, medium- and long-term.
Respect for Aena's image and reputation.
Personnel subject to the Code must place maximum and due care in preserving the image and reputation of the company in all of its professional activities, including public interventions, and act loyally.
Diversidad
Diversity on the Board of Directors
Diversity and inclusion are the hub of corporate Sustainability Strategy. The Policy for selecting members of the Board of Directors includes the Company's objective to have at least 40% of women on the Board of Directors. By the end of 2023, women represent 50% of the Board, compared to 40% in 2022.
Equality, diversity and non-discrimination direct the management model:
Board of Directors: ensures encouragement of knowledge, experience and gender diversity within the Board of Directors.
Appointments, Remuneration and Corporate Governance Committee: explicitly takes on the commitment to setting up an aim for representation in the Board of Directors by the least represented gender, draws up guidelines on how to achieve the aim and inform the Board about gender diversity matters, ensuring that this is reported in the Annual Corporate Governance report.
Sustainability and Climate Action Committee: its duties include, amongst others, getting to know, driving, guiding and supervising aims, action plans, practices and policies for diversity.
Other specialist committees, such as the Equality Committee, which is in charge of ensuring monitoring and compliance with the Equality Plan, analysing best practices for their possible implementation and running awareness and information campaigns.
Compensation of senior positions
In compliance with article 8.1.f of Law 19/2013, of 9 December, on Transparency, Access to Public Information and Good Governance, the total amount of the remuneration received by the Chairman and Chief Executive of the company in 2023 is reported below:
Full amount received in 2023: €185,332.44
Company contributions to pension plans: €1,242.53
The monetary remuneration received in 2023 includes a 3 per cent increase in remuneration, with respect to the 2022 financial year, as stipulated in Law 31/2022, of 23 December, of the General State Budgets for the year 2023 and in the Agreement of the Council of Ministers, of 3 October 2023, approving an additional increase of 0.5 per cent in the remuneration of public sector personnel, in application of the provisions of article 19.2.2.a) of Law 31/2022.
The company contributions to pension plans made in 2023 relate to the 2022 financial year and consist of the consolidated amounts in previous financial years:
- For 2018: 0.20% (Law 6/2018, of 3 July, on the General State Budget for 2018).
- For 2019: 0.25% (RD-Law 24/2018, of 21 December, on urgent measures relating to public sector remuneration).
- For 2020: 0.30% (RD-Law 2/2020, of 21 January, on urgent measures relating to public sector remuneration).
In compliance with article 8.1.f of Law 19/2013, of 9 December, on Transparency, Access to Public Information and Good Governance, the total amount of the remuneration received by the Chairman and Chief Executive of the company in 2022 is reported below:
Total amount received in 2022: €179,923.10
Company contributions to pension plans: €1,242.53
The monetary remuneration received in 2022 includes the increase of 3.5 per cent compared to the 2021 financial year, set out in Law 22/2021, of 28 December, on the General State Budget for the year 2022, and in Royal Decree-Law 18/2022, of 18 October, approving measures to strengthen the protection of energy consumers and to contribute to reducing the consumption of natural gas, in application of the ‘Plan + seguridad para tu energía (+SE)’ energy security plan, as well as measures relating to the remuneration of public sector personnel and the protection of casual agricultural workers affected by drought.
The company contributions to pension plans made in 2022 relate to the 2021 financial year and consist of the consolidated amounts in previous financial years:
- For 2018: 0.20% (Law 6/2018, of 3 July, on the General State Budget for 2018).
- For 2019: 0.25% (RD-Law 24/2018, of 21 December, on urgent measures relating to public sector remuneration).
- For 2020: 0.30% (RD-Law 2/2020, of 21 January, on urgent measures relating to public sector remuneration).
In compliance with article 8.1.f of Law 19/2013, of 9 December, on Transparency, access to public information and good governance, the amount of remuneration received by the Chairman - Chief Executive Officer of Aena, S.M.E., S.A. and Aena International Development S.M.E., S.A. in 2021 is hereby disclosed:
Full amount received in 2021: 177,228.38 €.
Company contributions to pension plans: 1,236.86 €.
The monetary remuneration received in 2021 includes the 2 per cent increase in remuneration, with respect to 2019, included in Royal Decree-Law 2/2020 of 21 January 2020, approving urgent measures in the area of remuneration in the public sector, which was pending application at the end of 2020.
The salary review for 2021, set out in Law 11/2020 of 30 December on the General State Budget for 2021, has also been applied.
The employer contributions to pension plans made during 2021 correspond to 2020, and consist of an additional increase of 0.30%, included in Royal Decree-Law 2/2020 of 21 January 2020.
It is hereby reported, in accordance with Article 8.1.f. of Act 19/2013 on Transparency, Access to Public Information and Good Governance, of 9 December, that the full amount received by the Chairman and CEO of the company in 2020:
Full amount received: €168,977.50.
Business contributions to pension plans: €889.96.
The full amount received in 2020 does not include the 2 percent salary increase, with respect to the 2019 financial year, as provided for in Royal Executive Decree 2/2020, of 21 January 2020, approving the emergency measures for salaries in the public sector which, on 31 December 2020, had not yet been implemented. Also pending are the business contributions to pension plans for the 2020 financial year involving an additional increase of 0.30%, as provided for too in the above-mentioned Royal Executive Decree 2/2020, of 21 January 2020.
It is hereby reported, in accordance with Article 8.1.f. of Act 19/2013 on Transparency, Access to Public Information and Good Governance, of 9 December, that the full amount received by the Chairman and CEO of Aena S.M.E., S.A. in 2019 was €167,390.35.
In 2019 there was a 2.375 per cent increase in monetary compensation compared to 2018, as authorised by Royal Decree-Act 24/2018, of 21 December, approving urgent measures regarding remuneration in the public sector, and by the Agreement of the Council of Ministers of 21 June 2019.
It is hereby reported, in accordance with Article 8.1.f. of Act 19/2013 on Transparency, Access to Public Information and Good Governance, of 9 December, that the full amount received by the Chairman and CEO of Aena S.M.E., S.A. in 2018 was €179,384.31.
During 2018, the position of Chairman - Chief Executive Officer has been held by two different individuals, so the full amount reported corresponds to the sum received by both holders.
In 2018 there was a 1.625 percent increase in monetary compensation compared to the amount received in 2017, in accordance with the provisions of the General State Budget Act for the public sector, as well as the corresponding settlement when the previous Chairman - CEO left.
It is hereby reported, in accordance with Article 8.1.f. of Act 19/2013 on Transparency, Access to Public Information and Good Governance, of 9 December, that the full amount received by the Chairman and CEO of Aena S.M.E, S.A. in 2017 was €162,903.87.
During 2017, the position of Chairman and CEO was held by two different holders, so the full amount reported corresponds to the sum of the earnings received by both holders.
In 2017, there was an increase of one percent in monetary remuneration with regard to the amount received in 2016, in accordance with the provisions of the General State Budgets Act for the public sector.
It is hereby reported, in accordance with Article 8.1.f. of Act 19/2013 on Transparency, Access to Public Information and Good Governance, of 9 December, that the full amount received by the Chairman and CEO of Aena S.A. in 2016 was €166,085.62.
In 2016, there was an increase of one percent in monetary remuneration with regard to the amount received in 2015, in accordance with the provisions of the General State Budgets Act for the public sector. Additionally, in 2016 the remaining 49.73% of the extra payment that was deducted in 2012 was returned.
It is hereby reported, in accordance with Article 8.1.f. of Act 19/2013 on Transparency, Access to Public Information and Good Governance, of 9 December, that the gross remuneration received by the Chairman and CEO of Aena S.A. in 2015, in respect of all items, was €163,977.00*.
* The difference compared to the previous year is due to the 50.27% return of the amount that was deducted in 2012 as an extra payment.
It is hereby reported, in accordance with Article 8.1.f. of Act 19/2013 on Transparency, Access to Public Information and Good Governance, of 9 December, that the gross remuneration received by the General Manager-Chairman of Aena (currently ENAIRE) and Chairman-CEO of Aena Aeropuertos, S.A. (currently Aena) in 2014, in respect of all items, was €158,579.03.
It is hereby reported, in accordance with Article 8.1.f. of Act 19/2013 on Transparency, Access to Public Information and Good Governance, of 9 December, that the gross remuneration received by the General Manager-Chairman of Aena (currently ENAIRE) and Chairman-CEO of Aena Aeropuertos, S.A. (currently Aena) in 2013, in respect of all items, was €159,545.90.
