Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
24 Februar 2023 - 6:24PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month February 2023
(Commission File No. 001-35193)
Grifols, S.A.
(Translation of registrant’s name into English)
Avinguda de la Generalitat, 152-158
Parc de Negocis Can Sant Joan
Sant Cugat del Valles 08174
Barcelona, Spain
(Address of registrant’s principal executive
office)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F
x
Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101 (b) (1):
Yes ¨
No x
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101 (b) (7):
Yes ¨
No x
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
Yes ¨
No x
If “Yes” is marked, indicate below the file number assigned
to the registrant in connection with Rule 12g3-2(b): 82- . .
Grifols, S.A.
TABLE OF CONTENTS
![GRAPHIC](https://content.edgar-online.com/edgar_conv_img/2023/02/24/0001104659-23-025183_tm237788d1_6k-img001.jpg)
| Grifols, S.A.
Avinguda de la Generalitat 152-158
08174 Sant Cugat del Vallès
Barcelona - ESPAÑA
Tel. [34] 935 710 500
Fax [34] 935 710 267
www.grifols.com
Pursuant to the provisions of article 227 of the Consolidated Text of the Securities Market
Act, approved by the Legislative Royal Decree 4/2015, of 23 October, Grifols, S.A.
("Grifols" or the "Company") hereby informs about the following
OTHER RELEVANT INFORMATION
The Company's Board of Directors informs that it has resolved, in its meeting held on 23
February 2023, to unanimously approve, among others, the following resolution:
1. Amend the Company's Internal Regulations of the Board of Directors in the terms
set forth in Annex I.
The new revised text of the Regulations will be notified to the Spanish Securities Market
Commission (CNMV) through the procedure provided for this purpose and is also
available on the Company's corporate website (www.grifols.com). The Regulations will
also be filed with the Commercial Registry for registration and the amendments will be
reported at the next General Shareholders' Meeting.
In Barcelona, on 24 February 2023
Nuria Martín Barnés
Secretary to the Board of Directors |
![GRAPHIC](https://content.edgar-online.com/edgar_conv_img/2023/02/24/0001104659-23-025183_tm237788d1_6k-img002.jpg)
| Annex I
THE REGULATIONS OF THE
INTERNAL FUNCTIONING OF THE
BOARD OF DIRECTORS OF “GRIFOLS
S.A.”
THE REGULATIONS OF THE
INTERNAL FUNCTIONING OF THE
BOARD OF DIRECTORS OF “GRIFOLS
S.A.”
Article 8. The Chairperson of the Board Article 8. The Chairperson of the Board and
the Lead Independent Director
1. The Chairperson of the Board of
Directors will be elected from among its
members. The position of Chairperson
may be held by an executive director, in
which case his appointment will require
the favourable vote of two thirds of the
members of the Board of Directors. In this
case, all of the faculties that can be
delegated will be delegated to him/her in
accordance with the Law, the Articles of
Association and these Regulations, and
the effective business management of the
Company will correspond to him/her,
always in accordance with the decisions
and criteria set out by the General
Shareholders’ Meeting and the Board of
Directors within the limits of their
respective competence.
2. The Chairperson will have the power to
call and chair the Board of Directors’
meetings, determine the agenda and lead
discussions and deliberations, as well as
chairing the General Shareholders'
meetings.
Notwithstanding the foregoing, the
directors constituting at least one-third
(1/3) of the members of the Board of
Directors will be able to call the Board if,
after requesting the Chairperson to do so,
the Chairperson has not called the
meeting within a term of one month.
1. The Chairperson of the Board of
Directors will be elected from among its
members. The position of Chairperson
may be held by an executive director, in
which case his appointment will require
the favourable vote of two thirds of the
members of the Board of Directors. In this
case, all of the faculties that can be
delegated will be delegated to him/her in
accordance with the Law, the Articles of
Association and these Regulations, and
the effective business management of the
Company will correspond to him/her,
always in accordance with the decisions
and criteria set out by the General
Shareholders’ Meeting and the Board of
Directors within the limits of their
respective competence.
2. The Chairperson will have the power to
call and chair the Board of Directors’
meetings, determine the agenda and lead
discussions and deliberations, as well as
chairing the General Shareholders'
meetings.
Notwithstanding the foregoing, the
directors constituting at least one-third
(1/3) of the members of the Board of
Directors will be able to call the Board if,
after requesting the Chairperson to do so,
the Chairperson has not called the
meeting within a term of one month. |
![GRAPHIC](https://content.edgar-online.com/edgar_conv_img/2023/02/24/0001104659-23-025183_tm237788d1_6k-img003.jpg)
| 3. Likewise, it is the Chairperson’s
responsibility to ensure that the directors
receive sufficient information to discuss
the items on the agenda in advance; to
stimulate the debate and the active
participation of the directors during the
Board meetings, safeguarding their
freedom to take a position or express an
opinion; and, to organize and coordinate
with the chairmen of the relevant
committees the periodic evaluation of the
Board, and, if applicable, the evaluation
of the Chief Executive Officer or
managing director.
4. In the event that the Chairperson is also
an executive director, the Board of
Directors must appoint a coordinating
director amongst the independent
directors. Such coordinating director shall
be authorized to request the calling of a
Board of Director Meeting or the
inclusion of new points on the agenda of
a Meeting already convened, coordinate
and gather the external directors and
direct, when applicable, the
Chairperson’s periodic evaluation by the
Board.
5. The Board of Directors may appoint a
Chairperson of Honour. The appointment
may be made in favour of a director or
anyone who, having been a director, is no
longer a member of the Board of
Directors. The Chairperson of Honour
who is not a director may be called to
attend Board meetings and shall be
entitled to attend meetings and speak but
not vote, and shall be subject to the
confidentiality duties required of all
directors. The Chairperson of Honour
shall have duties of honorary
representation and will provide advice to
the Board of Directors, to the Chairperson
and to the Vice-Chairperson of the Board
3. Likewise, it is the Chairperson’s
responsibility to ensure that the directors
receive sufficient information to discuss
the items on the agenda in advance; to
stimulate the debate and the active
participation of the directors during the
Board meetings, safeguarding their
freedom to take a position or express an
opinion; and, to organize and coordinate
with the chairmen of the relevant
committees the periodic evaluation of the
Board, and, if applicable, the evaluation
of the Chief Executive Officer or
managing director.
4. In the event that the Chairperson is also
an executive director, the Board of
Directors must appoint a coordinating
director Lead Independent Director
amongst the independent directors. Such
coordinating director shall be authorized
to request the calling of a Board of
Director Meeting or the inclusion of new
points on the agenda of a Meeting already
convened, coordinate and gather the
external directors and direct, when
applicable, the Chairperson’s periodic
evaluation by the Board Lead
Independent Director shall perform the
authorities and duties provided by law, in
addition to the following.:
(a) chair the meetings of the Board of
Directors in the absence of the
Chairperson and the Vice-Chairperson, if any;
(b) echo the concerns of the non-executive directors;
(c) maintain contacts with investors
and shareholders in order to find out
their points of view for the purpose
of forming an opinion on their
concerns, in particular, in relation to
the Corporate Governance of the
Company; and |
![GRAPHIC](https://content.edgar-online.com/edgar_conv_img/2023/02/24/0001104659-23-025183_tm237788d1_6k-img004.jpg)
| of Directors. The Board of Directors shall
make available to the Chairperson of
Honour the technical, material and human
resources that it deems appropriate for the
Chairperson of Honour to discharge his
duties on the most adequate terms and
through the most appropriate procedures.
(d) coordinate the plan for succession
of the Chairperson.
5. The Board of Directors may appoint a
Chairperson of Honour. The appointment
may be made in favour of a director or
anyone who, having been a director, is no
longer a member of the Board of
Directors. The Chairperson of Honour
who is not a director may be called to
attend Board meetings and shall be
entitled to attend meetings and speak but
not vote, and shall be subject to the
confidentiality duties required of all
directors. The Chairperson of Honour
shall have duties of honorary
representation and will provide advice to
the Board of Directors, to the Chairperson
and to the Vice-Chairperson of the Board
of Directors. The Board of Directors shall
make available to the Chairperson of
Honour the technical, material and human
resources that it deems appropriate for the
Chairperson of Honour to discharge his
duties on the most adequate terms and
through the most appropriate procedures. |
![GRAPHIC](https://content.edgar-online.com/edgar_conv_img/2023/02/24/0001104659-23-025183_tm237788d1_6k-img005.jpg)
| Article 14. The Audit Committee Article 14. The Audit Committee
1. The Audit Committee shall be formed by
three (3) to five (5) Directors, appointed
by the Board of Directors, taking into
account their knowledge, competence and
experience in accounting, audit and risk
management (both financial and non-financial) and Committee duties. As a
group, the members of the Committee
shall have the pertinent technical
knowledge in relation to the sector of
activity of the Company.
2. The Audit Committee shall be exclusively
composed of non-executive directors, of
which at least the majority must be
independent directors. Likewise, efforts
will be made to ensure that all members
of the Audit Committee, the Chairperson
included, meet the independence,
experience and any other requirement set
out by the Securities and Exchange
Commission (SEC) and the National
Association of Securities Dealers
Automated Quotation (NASDAQ).
3. The Board of Directors will appoint the
Chairperson of the Audit Committee, a
position that shall be necessarily held by
an independent director. The Chairperson
of the Committee must be replaced every
four (4) years and may be re-elected after
the term of one (1) year has elapsed.
4. The Board of Directors shall appoint the
Secretary of the Audit Committee, who
may be (a) one of the members of the
Audit Committee (in which such case, it
will be the Secretary member of the Audit
Committee), (b) any other member of the
Board of Directors of the Company who
1. The Audit Committee shall be formed by
three (3) to five (5) Directors, appointed
by the Board of Directors, taking into
account their knowledge, competence and
experience in accounting, audit and risk
management (both financial and non-financial) and Committee duties. As a
group, the members of the Committee
shall have the pertinent technical
knowledge in relation to the sector of
activity of the Company.
2. The Audit Committee shall be exclusively
composed of non-executive directors, of
which at least the majority must be
independent directors. Likewise, efforts
will be made to ensure that all members of
the Audit Committee, the Chairperson
included, meet the independence,
experience and any other requirement set
out by the Securities and Exchange
Commission (SEC) and the National
Association of Securities Dealers
Automated Quotation (NASDAQ).
3. The Board of Directors will appoint the
Chairperson of the Audit Committee, a
position that shall be necessarily held by
an independent director. The Chairperson
of the Committee must be replaced every
four (4) years and may be re-elected after
the term of one (1) year has elapsed.
4. The Board of Directors shall appoint the
Secretary of the Audit Committee, who
may be (a) one of the members of the
Audit Committee (in which such case, it
will be the Secretary member of the Audit
Committee), (b) any other member of the
Board of Directors of the Company who is |
![GRAPHIC](https://content.edgar-online.com/edgar_conv_img/2023/02/24/0001104659-23-025183_tm237788d1_6k-img006.jpg)
| is not a member of the Audit Committee
(who, in such case, will be Secretary non-member of the Audit Committee); or (c)
the Secretary or a Vice-Secretary of the
Board of Directors of the Company (who,
in such case, will be Secretary non-member of the Audit Committee). The
Secretary shall draft the minutes of the
resolutions adopted in each committee
meeting and shall report to the Board of
Directors through their Chairperson. The
Audit Committee shall be validly formed
when half plus one of its members are
present or represented and their
resolutions are approved by the absolute
majority of the assisting members. If there
is a tied vote, the vote of the Chairperson
shall be final.
5. Notwithstanding the provisions of the
Law or the Articles of Association, or
other duties assigned to it by the Board of
Directors, the Audit Committee will have
the following basic responsibilities:
(a) In relation to the General
Shareholders Meeting:
(i) Inform the General
Shareholders’ Meeting of
questions raised in respect of
those matters which are within
the committee's competence and
particularly with respect to the
results of the audit of the annual
accounts, explaining how it has
contributed to the integrity of the
financial information, and the
role that the Committee has
played in such process.
(b) In relation to the Board of Directors:
not a member of the Audit Committee
(who, in such case, will be Secretary non-member of the Audit Committee); or (c)
the Secretary or a Vice-Secretary of the
Board of Directors of the Company (who,
in such case, will be Secretary non-member of the Audit Committee). The
Secretary shall draft the minutes of the
resolutions adopted in each committee
meeting and shall report to the Board of
Directors through their Chairperson. The
Audit Committee shall be validly formed
when half plus one of its members are
present or represented and their
resolutions are approved by the absolute
majority of the assisting members. If there
is a tied vote, the vote of the Chairperson
shall be final.
5. Notwithstanding the provisions of the
Law or the Articles of Association, or
other duties assigned to it by the Board of
Directors, the Audit Committee will have
the following basic responsibilities:
(a) In relation to the General
Shareholders Meeting:
(i) Inform the General
Shareholders’ Meeting of
questions raised in respect of
those matters which are within
the committee's competence
and particularly with respect to
the results of the audit of the
annual accounts, explaining
how it has contributed to the
integrity of the financial
information, and the role that
the Committee has played in
such process.
(b) In relation to the Board of Directors: |
![GRAPHIC](https://content.edgar-online.com/edgar_conv_img/2023/02/24/0001104659-23-025183_tm237788d1_6k-img007.jpg)
| (i) Previously inform the Board of
Directors about periodic
financial statements, which shall
include, when applicable, the
mandatory non-financial
information, which due to its
stock exchange listing, the
Company must make public
periodically; in this sense, the
Committee will ensure that the
interim accounts are drawn up
under the same accounting
principles as the annual accounts
and for this purpose shall
consider the appropriateness of a
limited review by an external
auditor; and
(ii) Previously inform of the creation
or acquisition of shareholdings
in special purpose entities or
domiciled in countries or
territories considered tax havens,
as well as any other transactions
or operations of a similar nature,
which due to their complexity,
could harm the transparency of
the Group;
(iii) Inform of any matter that has or
may have a material, financial or
accounting impact.
(c) In relation to the information and
internal control systems:
(i) Supervise and evaluate the
preparation and presentation,
and integrity of the mandatory
financial and non-financial
information related to the
(i) Previously inform the Board of
Directors about periodic
financial statements, which shall
include, when applicable, the
mandatory non-financial
information, which due to its
stock exchange listing, the
Company must make public
periodically; in this sense, the
Committee will ensure that the
interim accounts are drawn up
under the same accounting
principles as the annual accounts
and for this purpose shall
consider the appropriateness of a
limited review by an external
auditor; and
(ii) Previously inform of the creation
or acquisition of shareholdings in
special purpose entities or
domiciled in countries or
territories considered tax havens,
as well as any other transactions
or operations of a similar nature,
which due to their complexity,
could harm the transparency of
the Group;
(iii) Inform of any matter that has or
may have a material, financial or
accounting impact.
(c) In relation to the information and
internal control systems:
(i) Supervise and evaluate the
preparation and presentation, and
integrity of the mandatory
financial and non-financial
information related to the |
![GRAPHIC](https://content.edgar-online.com/edgar_conv_img/2023/02/24/0001104659-23-025183_tm237788d1_6k-img008.jpg)
| Company and the Group,
verifying compliance with the
regulation requirements, the
adequate defining of
consolidation boundaries and the
correct application of accounting
criteria and submit
recommendations or proposals
to the Board of Directors to
protect the integrity of this
information;
(ii) Supervise and evaluate the
efficiency of the Company's
internal control, internal audit
and risk control and management
systems, financial and non-financial, concerning the
Company and the Group,
including any operative,
technological, legal, social,
environmental, political,
reputational or corruption related
risks, periodically reviewing the
internal control and risk
management systems, so that
any principal risks are identified,
dealt with and adequately
recognized, as well as
discussing, with the auditor, any
major flaws in the control system
identified during the audit
process without jeopardizing its
independence. To such effects,
the Committee may, if
applicable, submit
recommendations or proposals
to the Board of Directors and the
corresponding period of time for
their fulfilment;
(iii) Monitor the independence and
efficiency of internal auditing;
Company and the Group,
verifying compliance with the
regulation requirements, the
adequate defining of
consolidation boundaries and the
correct application of accounting
criteria and submit
recommendations or proposals to
the Board of Directors to protect
the integrity of this information;
(ii) Supervise and evaluate the
efficiency of the Company's
internal control, internal audit
and risk control and management
systems, financial and non-financial, concerning the
Company and the Group,
including any operative,
technological, cybersecurity,
legal, social, environmental,
political, reputational or
corruption related risks,
periodically reviewing the
internal control and risk
management systems, so that any
principal risks are identified,
dealt with and adequately
recognized, as well as discussing,
with the auditor, any major flaws
in the control system identified
during the audit process without
jeopardizing its independence.
To such effects, the Committee
may, if applicable, submit
recommendations or proposals to
the Board of Directors and the
corresponding period of time for
their fulfilment;
(iii) Monitor the independence and
efficiency of internal auditing; |
![GRAPHIC](https://content.edgar-online.com/edgar_conv_img/2023/02/24/0001104659-23-025183_tm237788d1_6k-img009.jpg)
| propose the selection,
appointment and dismissal of the
Director of the Internal Audit
Department; approve or propose
to the Board of Directors the
approval of the Internal Audit
Department's work orientation
and annual work plan, making
sure that their activity mainly
focuses on the relevant risks
(including reputational risks);
propose the budget for this
Department; receive periodic
information on its activities
(including the annual activities
reports prepared by the Director
of the Department); and verify
that the top management takes
into account the conclusions and
recommendations of their
reports;
(iv) Establish and supervise a
mechanism that allows
employees and other persons
related to the Company, such as
directors, shareholders,
suppliers, contractors or
subcontractors, to report
irregularities of potential
significance, including financial
and accounting irregularities, or
those of any other nature, related
to the Company, that they notice
within the Company or its
Group. This mechanism must
guarantee confidentiality and
enable communications to be
made anonymously, respecting
the rights of both the
complainant and the accused
party; and
propose the selection,
appointment and dismissal of the
Director of the Internal Audit
Department; approve or propose
to the Board of Directors the
approval of the Internal Audit
Department's work orientation
and annual work plan, making
sure that their activity mainly
focuses on the relevant risks
(including reputational risks);
propose the budget for this
Department; receive periodic
information on its activities
(including the annual activities
reports prepared by the Director
of the Department); and verify
that the top management takes
into account the conclusions and
recommendations of their
reports;
(iv) Establish and supervise a
mechanism that allows
employees and other persons
related to the Company, such as
directors, shareholders,
suppliers, contractors or
subcontractors, to report
irregularities of potential
significance, including financial
and accounting irregularities, or
those of any other nature, related
to the Company, that they notice
within the Company or its Group.
This mechanism must guarantee
confidentiality and enable
communications to be made
anonymously, respecting the
rights of both the complainant
and the accused party; and |
![GRAPHIC](https://content.edgar-online.com/edgar_conv_img/2023/02/24/0001104659-23-025183_tm237788d1_6k-img010.jpg)
| (v) In general, ensure that the
internal control policies and
systems established are applied
effectively in practice.
(d) In relation to the auditor:
(i) Submit to the Board of Directors
any proposals regarding the
selection, appointment, re-election and substitution of the
auditor, being responsible for the
selection process in conformity
with the applicable regulations,
including the terms of his
contract, without prejudice to the
faculties vested in the General
Shareholders’ Meeting and the
Board with regard to the
approval of such resolutions
under Spanish law.
(ii) Be directly in charge of the
remuneration and supervision of
the work performed by the
external auditor regarding the
audit report preparation and
issuance or any other similar
reports relating to financial
statements.
(iii) Regularly and directly collect
from the external auditor
information about the
development, impact and
execution of the audits, as well as
the audit plan and results of its
execution, and verify that top
management takes their
recommendations into account;
(v) In general, ensure that the
internal control policies and
systems established are applied
effectively in practice.
(d) In relation to the auditor:
(i) Submit to the Board of Directors
any proposals regarding the
selection, appointment, re-election and substitution of the
auditor, being responsible for the
selection process in conformity
with the applicable regulations,
including the terms of his
contract, without prejudice to the
faculties vested in the General
Shareholders’ Meeting and the
Board with regard to the approval
of such resolutions under Spanish
law.
(ii) Be directly in charge of the
remuneration and supervision of
the work performed by the
external auditor regarding the
audit report preparation and
issuance or any other similar
reports relating to financial
statements.
(iii) Regularly and directly collect
from the external auditor
information about the
development, impact and
execution of the audits, as well as
the audit plan and results of its
execution, and verify that top
management takes their
recommendations into account; |
![GRAPHIC](https://content.edgar-online.com/edgar_conv_img/2023/02/24/0001104659-23-025183_tm237788d1_6k-img011.jpg)
| (iv) Safeguard the external auditor’s
independence when performing
his duties, and to do so:
• Ensure that the Company
communicates through the
CNMV the change in auditor
and shall attach a statement of
the possible existence of any
disagreements with the
outgoing auditor and, if
applicable, its contents;
• Establish the necessary
relationships with the external
auditor to receive information
about any issues that may
entail a threat to his
independence, and which the
Audit Committee will
examine, and any other issues
regarding the development of
the audit of accounts process,
and, when applicable, the
authorization of the services
different from those
prohibited in the terms
established in the applicable
regulations as regards
independence, as well as any
notifications required in the
audit of accounts legislation
and in the audit regulations.
• Ensure that the Company and
the auditor respect the rules in
force on providing services
different to audit services, the
auditor’s market
concentration limits and, in
general, any others rules
established to guarantee the
(iv) Safeguard the external auditor’s
independence when performing
his duties, and to do so:
• Ensure that the Company
communicates through the
CNMV the change in auditor
and shall attach a statement of
the possible existence of any
disagreements with the
outgoing auditor and, if
applicable, its contents;
• Establish the necessary
relationships with the external
auditor to receive information
about any issues that may
entail a threat to his
independence, and which the
Audit Committee will
examine, and any other issues
regarding the development of
the audit of accounts process,
and, when applicable, the
authorization of the services
different from those
prohibited in the terms
established in the applicable
regulations as regards
independence, as well as any
notifications required in the
audit of accounts legislation
and in the audit regulations.
• Ensure that the Company and
the auditor respect the rules in
force on providing services
different to audit services, the
auditor’s market
concentration limits and, in
general, any others rules
established to guarantee the |
![GRAPHIC](https://content.edgar-online.com/edgar_conv_img/2023/02/24/0001104659-23-025183_tm237788d1_6k-img012.jpg)
| independence of the auditors
and, to that end, annually
receive from the external
auditors a statement of their
independence in relation to
the entity, or any entities
directly or indirectly related
to it, as well as the detailed
and individualized
information on any kind of
ancillary services provided
and the corresponding fees
paid by these entities to the
external auditor or the persons
or entities related to it in
accordance with the
regulations applicable to the
audit of accounts activity;
• Issue, prior to issuing the
audit of accounts report and
on an annual basis, a written
opinion on whether the
independence of the auditors
or audit firms has been
compromised. This opinion
must include a reasoned
assessment of each and every
one of the ancillary services
mentioned in the preceding
paragraphs, which shall be
individually and jointly
assessed, different from the
legal audit, and in relation to
the independence status or
regulations applicable to the
audit of accounts activity; and
• If the external auditor resigns,
examine the circumstances
that have caused said
resignation.
independence of the auditors
and, to that end, annually
receive from the external
auditors a statement of their
independence in relation to
the entity, or any entities
directly or indirectly related
to it, as well as the detailed
and individualized
information on any kind of
ancillary services provided
and the corresponding fees
paid by these entities to the
external auditor or the
persons or entities related to it
in accordance with the
regulations applicable to the
audit of accounts activity;
• Issue, prior to issuing the
audit of accounts report and
on an annual basis, a written
opinion on whether the
independence of the auditors
or audit firms has been
compromised. This opinion
must include a reasoned
assessment of each and every
one of the ancillary services
mentioned in the preceding
paragraphs, which shall be
individually and jointly
assessed, different from the
legal audit, and in relation to
the independence status or
regulations applicable to the
audit of accounts activity; and
• If the external auditor resigns,
examine the circumstances
that have caused said
resignation. |
![GRAPHIC](https://content.edgar-online.com/edgar_conv_img/2023/02/24/0001104659-23-025183_tm237788d1_6k-img013.jpg)
| (v) Encourage the Group auditor to
undertake the responsibility of
the audits of the companies
making up the group
(e) In relation to external consultants:
(i) Request that legal, accounting,
financial advisors or other
experts or advisors be hired, on
account to the Company, to
assist them in the performance of
their duties.
(f) In relation to internal conduct rules
(i) Supervise the compliance with
the Internal Conduct Regulations
in matters related to the Stock
Exchange, the present
Regulation, standards of conduct
set out in the “Code of Ethics for
Grifols Executives” and the
“Code of Conduct for Grifols’
Employees” and, in general, any
other internal rules of
governance of the Company, as
well as make the necessary
proposals for improvement.
(g) In relation to related-party
transactions:
(i) Report on related-party
transactions to be approved by
the General Meeting or the
Board of Directors and supervise
the internal procedure
established by the Company for
those transactions whose
approval has been delegated.
(v) Ensure that the external auditor
holds an annual meeting with the
full Board of Directors to report
on the work carried out and on the
evolution of the Company's
accounting and risk situation.
(vi) Encourage the Group auditor to
undertake the responsibility of the
audits of the companies making
up the group.
(vii)Ensure that the remuneration paid
to the external auditor for its work
does not compromise its quality
nor its independence.
(e) In relation to external consultants:
(i) Request that legal, accounting,
financial advisors or other
experts or advisors be hired, on
account to the Company, to assist
them in the performance of their
duties.
(f) In relation to internal conduct rules
(i) Supervise the compliance with
the Internal Conduct Regulations
in matters related to the Stock
Exchange, the present
Regulation, standards of conduct
set out in the “Code of Ethics for
Grifols Executives” and the
“Code of Conduct for Grifols’
Employees” and, in general, any
other internal rules of governance
of the Company, as well as make
the necessary proposals for
improvement. |
![GRAPHIC](https://content.edgar-online.com/edgar_conv_img/2023/02/24/0001104659-23-025183_tm237788d1_6k-img014.jpg)
| 6. The Audit Committee will meet at
appropriate intervals for the correct
development of its operations.
7. Any member of the management team or
Company personnel whose presence is
required by the Chairperson is obliged to
attend Committee meetings and offer
help, and provide access to any
information he/she may have. The
Chairperson of the Committee may also
request the presence of the Auditors at the
Committee meetings.
8. To ensure the correct fulfilment of its
duties, the Audit Committee may request
advice from external professionals
chargeable to the Company. For the
avoidance of any doubt, in such cases, the
requirements and limitations set out in
Article 25 of these Regulations shall not
be applicable.
9. As indicated by the Audit Committee, the
Company shall provide adequate funding
to pay the fees of the external auditors or
any advisor hired by the Audit
Committee, as well as to cover any
ordinary administrative expenses incurred
by the Audit Committee in the
performance of its duties.
10. At the first Board Meeting following its
meetings, the Audit Committee shall
report on its activities and answer for the
work carried out. All the members of the
Board shall receive a copy of the minutes
of the Audit Committee meetings.
(g) In relation to related-party
transactions:
(i) Report on related-party
transactions to be approved by
the General Meeting or the Board
of Directors and supervise the
internal procedure established by
the Company for those
transactions whose approval has
been delegated.
6. The Audit Committee will meet at
appropriate intervals for the correct
development of its operations.
7. Any member of the management team or
Company personnel whose presence is
required by the Chairperson is obliged to
attend Committee meetings and offer
help, and provide access to any
information he/she may have. The
Chairperson of the Committee may also
request the presence of the Auditors at the
Committee meetings.
8. To ensure the correct fulfilment of its
duties, the Audit Committee may request
advice from external professionals
chargeable to the Company. For the
avoidance of any doubt, in such cases, the
requirements and limitations set out in
Article 25 of these Regulations shall not
be applicable.
9. As indicated by the Audit Committee, the
Company shall provide adequate funding
to pay the fees of the external auditors or
any advisor hired by the Audit Committee,
as well as to cover any ordinary
administrative expenses incurred by the |
![GRAPHIC](https://content.edgar-online.com/edgar_conv_img/2023/02/24/0001104659-23-025183_tm237788d1_6k-img015.jpg)
| Audit Committee in the performance of its
duties.
10. At the first Board Meeting following its
meetings, the Audit Committee shall
report on its activities and answer for the
work carried out. All the members of the
Board shall receive a copy of the minutes
of the Audit Committee meetings.
Article 15. The Appointments and
Remunerations Committee
Article 15. The Appointments and
Remunerations Committee
1. The Appointments and Remunerations
Committee will evaluate the profile of the
most suitable people to form part of the
various Committees and present the
corresponding proposals to the Board of
Directors.
2. The Appointments and Remunerations
Committee shall be formed by three (3) to
five (5) Directors, appointed by the Board
of Directors, taking into account their
knowledge, competence and experience
and of the Committee’s duties. The
Appointments and Remunerations
Committee will be exclusively formed by
non-executive directors, of which at least
two (2) will be independent directors.
3. The Board of Directors shall appoint the
Chairperson of the Appointments and
Remuneration Committee. The position of
Chairperson will necessarily be held by an
independent director.
4. The Board of Directors shall appoint the
Secretary of the Appointments and
Remuneration Committee, who may be (a)
one of the members of the Appointments
and Remuneration Committee (who, in
1. The Appointments and Remunerations
Committee will evaluate the profile of the
most suitable people to form part of the
various Committees and present the
corresponding proposals to the Board of
Directors.
2. The Appointments and Remunerations
Committee shall be formed by three (3) to
five (5) Directors, appointed by the Board
of Directors, taking into account their
knowledge, competence and experience
and of the Committee’s duties. The
Appointments and Remunerations
Committee will be exclusively formed by
non-executive directors, of which at least
two (2) will be independent directors.
3. The Board of Directors shall appoint the
Chairperson of the Appointments and
Remuneration Committee. The position of
Chairperson will necessarily be held by an
independent director
4. The Board of Directors shall appoint the
Secretary of the Appointments and
Remuneration Committee, who may be
(a) one of the members of the
Appointments and Remuneration |
![GRAPHIC](https://content.edgar-online.com/edgar_conv_img/2023/02/24/0001104659-23-025183_tm237788d1_6k-img016.jpg)
| such case, will be Secretary member of the
Appointments and Remuneration
Committee), (b) any other member of the
Board of Directors of the Company who is
not a member of the Appointments and
Remuneration Committee (who, in such
case, will be Secretary non-member of the
Appointments and Remuneration
Committee, or (c) the Secretary or a Vice-Secretary of the Board of Directors of the
Company (who, in such case, will be
Secretary non-member of the
Appointments and Remuneration
Committee). The Secretary shall draft the
minutes of the resolutions adopted at each
Committee meeting and report to the Board
of Directors via their Chairperson. The
Appointments and Remuneration
Committee shall be validly formed when
half plus one of its members are present or
represented and their resolutions are
approved by the absolute majority of the
assisting members. If there is a tied vote,
the vote of the Chairperson of the
Committee is final.
5. Without prejudice to other duties assigned
by the Board, the Appointments and
Remunerations Committee will have the
following basic responsibilities:
(a) to formulate and review the criteria to
be followed for the composition of the
Board of Directors and the selection
of candidates, taking into account
their competence, knowledge and
experience necessary on the Board,
specifying the duties and aptitudes
that each candidate must have in case
of vacancies in addition to assessing
the time and commitment needed to
perform their duties effective and
efficiently;
Committee (who, in such case, will be
Secretary member of the Appointments
and Remuneration Committee), (b) any
other member of the Board of Directors
of the Company who is not a member of
the Appointments and Remuneration
Committee (who, in such case, will be
Secretary non-member of the
Appointments and Remuneration
Committee, or (c) the Secretary or a Vice-Secretary of the Board of Directors of the
Company (who, in such case, will be
Secretary non-member of the
Appointments and Remuneration
Committee). The Secretary shall draft the
minutes of the resolutions adopted at each
Committee meeting and report to the
Board of Directors via their Chairperson.
The Appointments and Remuneration
Committee shall be validly formed when
half plus one of its members are present or
represented and their resolutions are
approved by the absolute majority of the
assisting members. If there is a tied vote,
the vote of the Chairperson of the
Committee is final.
5. Without prejudice to other duties assigned
by the Board, the Appointments and
Remunerations Committee will have the
following basic responsibilities:
(a) to formulate and review the criteria to
be followed for the composition of
the Board of Directors and the
selection of candidates, taking into
account their competence, knowledge
and experience necessary on the
Board, specifying the duties and
aptitudes that each candidate must
have in case of vacancies in addition
to assessing the time and commitment
needed to perform their duties
effective and efficiently; |
![GRAPHIC](https://content.edgar-online.com/edgar_conv_img/2023/02/24/0001104659-23-025183_tm237788d1_6k-img017.jpg)
| (b) to establish a representation target for
the sex that is least represented in the
Board of Directors and prepare
guidelines to achieve said target;
(c) to submit to the Board of Directors
any proposals to appoint, re-elect
and/or separate the independent
directors prior to being submitted to
the General Shareholders’ Meeting
or, as the case may be, being adopted
by the Board exercising its power of
co-option, and in all cases informing
about the character of the director
proposed;
(d) to report the proposals of
appointment, re-election and/or
separation of the non-independent
directors for their appointment by the
Board of Directors by means of co-option or their submission to the
General Shareholders' Meeting by the
Board of Directors;
(e) To report the proposals of
appointment and removal of the
Chairperson and Vice-chairpersons of
the Board of Directors;
(f) to examine and organize the
succession of the Chairperson of the
Board of Directors and the chief
executive officer and, as the case may
be, to make proposals to the Board so
that said succession takes place in an
orderly and well planned manner;
(g) to report the proposals of appointment
and resignation of the Secretary and
(b) to establish a representation target for
the sex gender that is least
represented in the Board of Directors
and prepare guidelines to achieve said
target;
(c) to submit to the Board of Directors
any proposals to appoint, re-elect
and/or separate the independent
directors prior to being submitted to
the General Shareholders’ Meeting
or, as the case may be, being adopted
by the Board exercising its power of
co-option, and in all cases informing
about the character of the director
proposed;
(d) to report the proposals of
appointment, re-election and/or
separation of the non-independent
directors for their appointment by the
Board of Directors by means of co-option or their submission to the
General Shareholders' Meeting by the
Board of Directors;
(e) Tto report the proposals of
appointment and removal of the
Chairperson and Vice-chairpersons
of the Board of Directors;
(f) to examine and organize the
succession of the Chairperson of the
Board of Directors and the chief
executive officer and, as the case may
be, to make proposals to the Board so
that said succession takes place in an
orderly and well planned manner;
(g) to report the proposals of appointment
and resignation of the Secretary and |
![GRAPHIC](https://content.edgar-online.com/edgar_conv_img/2023/02/24/0001104659-23-025183_tm237788d1_6k-img018.jpg)
| Vice-Secretaries of the Board of
Directors;
(h) to report the proposal of appointment
and resignation of senior management
proposed by the chief executive
officer to the Board and the basic
conditions of their contracts;
(i) to propose to the Board the Directors
the directors who shall be part of each
of the Committees;
(j) to propose to the Board of Directors
the remuneration policy of the
directors and general managers or
anyone performing top-level
management duties under the direct
supervision of the Board, executive
committees or executive directors, as
well as the individual remuneration
and other contractual terms regarding
the executive directors, ensuring its
fulfilment;
(k) to periodically review the payment
programmes of executive officers,
considering their adequacy and
performance; and
(l) to report on the transactions that
imply or could imply conflicts of
interest and, in general, on matters
covered in Chapter IX of these
Regulations.
6. Any member of the management team or
personnel of the Company shall be obliged
to attend the Committee meetings and
provide their assistance and access to
information they may have, when their
presence is required by the Chairperson.
Vice-Secretaries of the Board of
Directors;
(h) to report the proposal of appointment
and resignation of senior
management proposed by the chief
executive officer to the Board and the
basic conditions of their contracts;
(i) to periodically review the
remuneration policy applied to
directors and senior management,
including share-based remuneration
schemes and their application, and
ensure that their individual
remuneration is proportionate to that
paid to other directors and senior
management of the Company;
(j) to ensure that potential conflicts of
interest do not impair the
independence of the external advice
provided to the Committee;
(k) to verify the information on directors'
and senior management remuneration
included in the corporate documents,
including the annual report on
directors' remuneration;
(l) to propose to the Board the Directors
the directors who shall be part of each
of the Committees;
(m) to propose to the Board of Directors
the remuneration policy of the
directors and general managers or
anyone performing top-level
management duties under the direct
supervision of the Board, executive
committees or executive directors, as |
![GRAPHIC](https://content.edgar-online.com/edgar_conv_img/2023/02/24/0001104659-23-025183_tm237788d1_6k-img019.jpg)
| 7. To ensure the correct fulfilment of its
duties, the Committee may request advice
from external professionals, for this
purpose Article 25 of these Regulations
shall be applicable.
8. The Committee shall consider any
suggestions made by the Chairperson, the
members of the Board, the managers or the
shareholders of the Company. In particular,
(a) the Committee shall consult the
Chairperson or chief executive officer on
matters relating to the executive directors
and (b) any member of the Board may, if
they consider it appropriate, request the
Committee to take into consideration any
potential candidates to cover director
vacancies.
9. The Appointments and Remunerations
Committee shall meet when the Company
Board of Directors or the Chairperson
requests a report or the adoption of a
proposal and in any case, whenever it is
deemed appropriate for the smooth running
of its duties. In any case, it will meet once
(1) a year to prepare information on
remunerations to Directors which the
Board of Directors must approve and
include in the annual public
documentation.
10. At the first Board Meeting following its
meetings, the Appointments and
Remunerations Committee shall report on
its activities and respond for the work
carried out. All the members of the Board
shall receive a copy of the minutes of the
Appointments and Remunerations
Committee meetings.
well as the individual remuneration
and other contractual terms regarding
the executive directors, ensuring its
fulfilment;
(n) to periodically review the payment
programmes of executive officers,
considering their adequacy and
performance; and
(o) to report on the transactions that
imply or could imply conflicts of
interest and, in general, on matters
covered in Chapter IX of these
Regulations.
6. Any member of the management team or
personnel of the Company shall be
obliged to attend the Committee meetings
and provide their assistance and access to
information they may have, when their
presence is required by the Chairperson.
7. To ensure the correct fulfilment of its
duties, the Committee may request advice
from external professionals, for this
purpose Article 25 of these Regulations
shall be applicable.
8. The Committee shall consider any
suggestions made by the Chairperson, the
members of the Board, the managers or
the shareholders of the Company. In
particular, (a) the Committee shall consult
the Chairperson or chief executive officer
on matters relating to the executive
directors and (b) any member of the Board
may, if they consider it appropriate,
request the Committee to take into
consideration any potential candidates to
cover director vacancies. |
![GRAPHIC](https://content.edgar-online.com/edgar_conv_img/2023/02/24/0001104659-23-025183_tm237788d1_6k-img020.jpg)
| 9. The Appointments and Remunerations
Committee shall meet when the Company
Board of Directors or the Chairperson
requests a report or the adoption of a
proposal and in any case, whenever it is
deemed appropriate for the smooth
running of its duties. In any case, it will
meet once (1) a year to prepare
information on remunerations to Directors
which the Board of Directors must
approve and include in the annual public
documentation.
10. At the first Board Meeting following its
meetings, the Appointments and
Remunerations Committee shall report on
its activities and respond for the work
carried out. All the members of the Board
shall receive a copy of the minutes of the
Appointments and Remunerations
Committee meetings.
Article 15 bis. The Sustainability Committee
1. The Sustainability Committee shall be
formed by three (3) to five (5) directors
appointed by the Board of Directors,
taking into account the knowledge,
competence and experience of the
directors and the duties of the Committee.
The Sustainability Committee shall only
be formed by non-executive members, the
majority of them being independent.
2. The Board of Directors shall appoint the
Chairperson of the Sustainability
Committee.
3. The Board of Directors shall appoint the
Secretary of the Sustainability Committee,
who may be (a) one of the members of the
Article 15 bis. The Sustainability Committee
1. The Sustainability Committee shall be
formed by three (3) to five (5) directors
appointed by the Board of Directors,
taking into account the knowledge,
competence and experience of the
directors and the duties of the Committee.
The Sustainability Committee shall only
be formed by non-executive members, the
majority of them being independent.
2. The Board of Directors shall appoint the
Chairperson of the Sustainability
Committee.
3. The Board of Directors shall appoint the
Secretary of the Sustainability Committee,
who may be (a) one of the members of the |
![GRAPHIC](https://content.edgar-online.com/edgar_conv_img/2023/02/24/0001104659-23-025183_tm237788d1_6k-img021.jpg)
| Sustainability Committee (in which case,
it will be the Secretary member of the
Sustainability Committee), (b) any other
member of the Board of Directors of the
Company who is not a member of the
Sustainability Committee (who, in such
case, will be Secretary non-member of the
Sustainability Committee, or (c) the
Secretary or Vice-Secretary of the Board
of Directors of the Company (who, in such
case, will be Secretary non-member of the
Sustainability Committee). The Secretary
shall draft the minutes of the resolutions
adopted in each committee meeting, and
shall report to the Board of Directors
through its Chairperson. The
Sustainability Committee shall be validly
formed when half plus one of its members
are present or represented and their
resolutions are approved by the absolute
majority of the attending members. If
there is a tied vote, the vote of the
Committee's Chairperson shall be final.
4. Without prejudice to any other tasks given
by the Board, the Sustainability
Committee shall have the following basic
responsibilities:
(a) monitor compliance with the
Company’s internal codes of conduct
and corporate governance rules, and
ensure that the corporate culture is
aligned with its purpose and values;
(b) monitor the implementation of the
general policy regarding the
disclosure of economic-financial,
non-financial and corporate
information, as well as
communication with shareholders
and investors, proxy advisors and
other stakeholders. Similarly, the
Sustainability Committee (in which case,
it will be the Secretary member of the
Sustainability Committee), (b) any other
member of the Board of Directors of the
Company who is not a member of the
Sustainability Committee (who, in such
case, will be Secretary non-member of the
Sustainability Committee, or (c) the
Secretary or Vice-Secretary of the Board
of Directors of the Company (who, in such
case, will be Secretary non-member of the
Sustainability Committee). The Secretary
shall draft the minutes of the resolutions
adopted in each committee meeting, and
shall report to the Board of Directors
through its Chairperson. The
Sustainability Committee shall be validly
formed when half plus one of its members
are present or represented and their
resolutions are approved by the absolute
majority of the attending members. If
there is a tied vote, the vote of the
Committee's Chairperson shall be final.
4. Without prejudice to any other tasks given
by the Board, the Sustainability
Committee shall have the following basic
responsibilities:
(a) monitor compliance with the
Company’s internal codes of conduct
and corporate governance rules, and
ensure that the corporate culture is
aligned with its purpose and values;
(b) monitor the implementation of the
general policy regarding the
disclosure of economic-financial,
non-financial and corporate
information, as well as
communication with shareholders
and investors, proxy advisors and
other stakeholders. Similarly, the way |
![GRAPHIC](https://content.edgar-online.com/edgar_conv_img/2023/02/24/0001104659-23-025183_tm237788d1_6k-img022.jpg)
| way in which the Company
communicates and relates with small
and medium-sized shareholders
should be monitored;
(c) periodically evaluate the
effectiveness of the Company’s
corporate governance system and
environmental and social policy, to
confirm that it is fulfilling its mission
to promote the corporate interest and
catering, as appropriate, to the
legitimate interests of remaining
stakeholders;
(d) ensure the Company’s environmental
and social practices are in accordance
with the established strategy and
policy; and
(e) monitor and evaluate the Company’s
interaction with its stakeholder
groups.
5. Any member of the management team or
personnel of the Company shall be obliged
to attend the Committee meetings and
provide their assistance and access to
information they may have, when their
presence is required by the Chairperson.
6. To ensure the correct fulfilment of its
duties, the Committee may request advice
from external professionals, for this
purpose Article 25 of these Regulations
shall be applicable.
7. The Sustainability Committee shall meet
whenever the Board of Directors or
Chairperson of the Company request a
report or the adoption of proposals, and, in
in which the Company communicates
and relates with small and medium-sized shareholders should be
monitored;
(c) periodically evaluate the
effectiveness of the Company’s
corporate governance system and
environmental, climate change and
social policy, to confirm that it is
fulfilling its mission to promote the
corporate interest and catering, as
appropriate, to the legitimate interests
of remaining stakeholders;
(d) ensure the Company’s environmental,
climate change and social practices
are in accordance with the established
strategy and policy; and
(e) monitor and evaluate the Company’s
interaction with its stakeholder
groups.
5. Any member of the management team or
personnel of the Company shall be obliged
to attend the Committee meetings and
provide their assistance and access to
information they may have, when their
presence is required by the Chairperson.
6. To ensure the correct fulfilment of its
duties, the Committee may request advice
from external professionals, for this
purpose Article 25 of these Regulations
shall be applicable.
7. The Sustainability Committee shall meet
whenever the Board of Directors or
Chairperson of the Company request a
report or the adoption of proposals, and, in |
![GRAPHIC](https://content.edgar-online.com/edgar_conv_img/2023/02/24/0001104659-23-025183_tm237788d1_6k-img023.jpg)
| any event, whenever it is convenient for
the correct performance of its duties.
8. At the first Board Meeting following its
meetings, the Sustainability Committee
shall report on its activities and respond
for the work carried out. All the members
of the Board shall receive a copy of the
minutes of the Sustainability Committee
meetings.
any event, whenever it is convenient for
the correct performance of its duties.
8. At the first Board Meeting following its
meetings, the Sustainability Committee
shall report on its activities and respond
for the work carried out. All the members
of the Board shall receive a copy of the
minutes of the Sustainability Committee
meetings.
* * * * * * |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
|
Grifols, S.A. |
|
|
|
|
By: |
/s/ David I. Bell |
|
|
Name: |
David I. Bell |
|
|
Title: |
Authorized Signatory |
Date: February 24, 2023
Grifols (PK) (USOTC:GIKLY)
Historical Stock Chart
Von Jun 2024 bis Jul 2024
Grifols (PK) (USOTC:GIKLY)
Historical Stock Chart
Von Jul 2023 bis Jul 2024
Echtzeit-Nachrichten über Grifols SA (PK) (OTCMarkets): 0 Nachrichtenartikel
Weitere Grifols Sa News-Artikel