Board of Directors
About the Board of Directors
The Company is managed by the Board of Directors, composed of five to fifteen members.
The responsibilities of the Board of Directors include all matters related to running, managing and administrating the Issuer’s business, that have not been reserved by law or the Company’s Statute to the jurisdiction of the General Meeting of Shareholders.
Members of the Board of Directors are appointed by the General Meeting for a four-year term.
The Board of Directors operates under the regulations of the Statute of the Company, Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European company and the Spanish Capital Companies Law (Ley de Sociedades de Capital).
Mr. José Parés Gutiérrez is a Senior Executive with extensive international experience and a proven track record in marketing, sales, operations finance and management.
Since 2013 he is the Chief Executive Officer of Finaccess Capital (Mexico), responsible for managing several hundreds of million dollars portfolio. He is also the Chairman of the Board of Restaurant Brands New Zealand Limited.
Previously, Mr. Parés Gutiérrez worked for 19 years in Grupo Modelo (Mexico), in various positions. During last 5 years of employment, including financial crisis years, he contributed as the Vice President of Marketing and Sales International to growth of Grupo Modelo’s revenue form USD 1 billion to USD 3 billion.
He also was a member of the Board of Crown Imports, Chicago, Il, the Vice Chairman of the Board of MMI, Toronto, Canada, member of the Board of DIFA, Mexico and member of the Beer Chamber of Mexico.
Mr. Parés Gutiérrez graduated from Universidad Panamericana, Mexico (Business and Finance) and completed his MBA at ITAM, Mexico as well as the Business D-1 Program at IPADE, Mexico and Executive Programme at Wharton, San Francisco.
Mr. Parés Gutiérrez has been a member of the Board of Directors since the registration of AmRest in Spain (12 March 2018). Earlier (since 21 September 2015) he had been a member of the Supervisory Board of the Company.
Mr. Luis Miguel Álvarez Pérez is a Board Member, Audit Committee Member and Investment Committee Member of Fianccess, S.A.P.I. (since 2013). He holds the role of a Board Member at Restaurant Brands New Zealand Limited.
He is also the Founder, Chairman of the Board and CEO of Compitalia, S.A. de C.V., a family investment company business which primarily invests directly in target companies through equity holdings and real estate investments, primarily in sectors such as: clean energy, biofuels, oils and derivatives, quick service restaurants, real estate projects and financial funds.
For over 25 years he occupied different positions on several Grupo Modelo´s subsidiaries and headquarters (including the Vertical Companies Director of Grupo Modelo, S.A.B. de C.V., President & General Manager of Gmodelo Agriculture, LLC., Idaho Falls, Idaho, Vice President & General Manager of Gmodelo Agriculture, Inc.). He has also spent 8 years of his career in Grupo Modelo in Idaho Falls, ID, USA as the President and General Manager of a new malting plant facility.
Mr. Álvarez Pérez continues to be actively involved as a board member of different companies and NGO´s. Apart from various positions in Finaccess, he is currently a Board Member of BioFin Services, S.A. de C.V. (SOFOM ENR), Biofields, S.A., Algenol, LLC, Christel House Mexico, A.C., Sueños y Conceptos Inmobiliarios, S.A. de C.V., Grupo Aradam, SAPI and the Chairman of the Board of Tenedora Santa Hortensia, SAPI. and Fornix, S.A. de C.V. His former board positions include: Alternate Board Member and Executive Committee Member of Grupo Modelo, S.A.B. de C.V., Board Member and Executive Committe Member of InteGrow Malt, LLC., as well as Board Member of Impulsora Agrícola, S.A. and International CO2 Extraction, LLC.
Mr. Álvarez Pérez graduated from Universidad Iberoamericana (Industrial Engineering) and completed the International Management Program at Ft. Lauderdale, Flo. (IPADE), PADI – International Top Management Program (ITAM, Ashridge, Kellog, IMD, Standford) and the Building Skills for Success program at Wharton.
Mr. Álvarez Pérez has been a member of the Board of Directors since the registration of AmRest in Spain (12 March 2018). Earlier (since 21 September 2015) he had been a member of the Supervisory Board of the Company.
Over the last 30 years, Mr. Carlos Fernández González has held management positions in various business sectors. These positions were highly complex and required Mr. Fernández González to have a high level of skill and responsibility.
He was the CEO (1997-2013) and Chairman of the Board of Directors (2005-2013) of Modelo Group. From the time he was named CEO, up to 2013, this group consolidated its position as the leading brewing company in Mexico, the seventh biggest worldwide and the world's biggest beer exporter.
He has also served on the boards of national and international companies, including Anheuser Busch (US), Emerson Electric Co. (US), Seeger Industrial (Spain), Grupo Televisa (Mexico), Crown Imports, Ltd. (US), Inbursa (Mexico), Mexican Stock Exchange (Bolsa Mexicana de Valores) and Banco Santander, S.A. He has served on the advisory board of the Modelo Group and has also been a member of the international advisory board at Banco Santander, S.A. and a director of Grupo Financiero Santander México S.A.B de C.V.
Mr. Fernández González is currently Chairman of the Board of Directors of Grupo Finaccess S.A.P.I. de C.V. – a company of which he was founder – which is active in Mexico, Spain and the US. He is also a non-executive director of Inmobiliaria Colonial, S.A. and member of the Board of Restaurant Brands New Zealand Limited.
Mr. Fernández González is an industrial engineer and has also studied on senior management programmes at the IPADE Business School (Instituto Panamericano de Alta Dirección de Empresa).
Mr. Fernández González has been a member of the Board of Directors since the registration of AmRest in Spain (12 March 2018). Earlier (since 12 December 2016) he had been a member of the Supervisory Board of the Company.
Ms. Romana Sadurska has more than 30 years of experience in different positions linked to the legal sector.
Her legal research, publications and teaching at the University of Sydney, the National University of Australia and the Instituto de Empresa in Madrid, were focused on International Law, Jurisprudence, European Community Law and Constitutional Law.
For more than 15 years she was partner and Secretary General of the Spanish law firm Uría Menéndez, and headed the Central and East European Desk of said firm as well.
Currently she is the Executive Vice-Chair of the Fundación Profesor Uría, and holds positions of trustee of the Aspen Institute Spain, member of the International Advisory Board of the Instituto de Empresa and of the Advisory Board of Uría Menéndez. She is also Honorary Member of the Polish Academy of Gastronomy.
Ms. Romana Sadurska is a law graduate (University of Warsaw), PhD from the Polish Academy of Sciences and LLM from Yale University.
Ms. Romana Sadurska was appointed member of the Board of Directors on 14 May 2019.
Mr. Pablo Castilla Reparaz is a Spanish citizen. He has been involved in the banking sector working for the Spanish bank Banco Santander, S.A. for the last 30 years and has broad experience in M&A transactions. He currently holds position of Managing Director of Corporate Legal Advice / Legal Manager of corporate transactions of Grupo Santander.
His scope of responsibilities includes M&A transactions in many jurisdictions both EU and non–EU. Mr. Pablo Castilla Reparaz held functions of Director of Santander Direkt Bank (Germany), Director of Banco Mercantil (Peru), Non-member Secretary of BT Telecomunicaciones S.A., Member Secretary of Santander Investment, S.A., Secretary of the Investments Committee of Grupo Santander, Member Secretary of Open Bank, S.A. and Member Secretary of Grupo Vitaldent.
Mr. Castilla holds a Bachelor’s Degree of Laws (Universidad de San Pablo) as well as a Master’s Degrees in Tax Legal Advice and EU Law (ICAI – ICADE) and finished Advanced Management Program for Overseas Bankers (the Wharton School of the University of Pennsylvania). He is also a member of the Madrid Bar Association.
Mr. Castilla Reparaz has been a member of the Board of Directors since the registration of AmRest in Spain (12 March 2018). Earlier (since 1 January 2017) he had been a member of the Supervisory Board of the Company.
Ms. Mónica Cueva Díaz has been working with Banco Santander for more than 30 years, holding various roles in different jurisdictions, generally linked to the financial, accounting and control areas. Ms. Mónica Cueva has also led important integration processes such as the acquisition of ABN AMRO.
She has also been a college professor and lecturer, and a member of the European Banking Authority representing Banco Santander.
Ms. Mónica Cueva has been a director in numerous companies of the Santander Group and currently holds the position of director of Banco Santander Rio (Argentina).
Ms. Mónica Cueva holds a degree in Economic and Business Sciences and Executive MBA from the Instituto de Empresa.
Ms. Mónica Cueva was appointed member of the Board of Directors on 1 July 2020.
Mr. Emilio Fullaondo has held senior management positions for more than 23 years in the beer industry, leading different areas related to the financial department of the Mexican beer group Grupo Modelo, including four years as Chief Financial Officer and later in the Belgian company AB InBev after it acquired Grupo Modelo as Chief People Officer for Middle Americas until his resignation in January 2019.
He is also an Independent Director of Restaurant Brands, which is listed on the New Zealand Stock Exchange (NZX) and the Australian Securities Exchange (ASX).
Mr. Emilio Fullaondo holds a degree in Public Accounting and an MBA from the Instituto Tecnológico Autónomo de México (ITAM) and completed the Executive Management of the Instituto Panamericano de Alta Dirección de Empresa (IPADE).
Mr. Emilio Fullaondo was appointed member of the Board of Directors on 14 May 2019.
Delegated Committees of the Board of Directors
The Board of Directors has formed an Audit and Control Committee, an Appointments and Remuneration Committee, an Executive Committee and Health & Safety Committee. Their respective responsibilities and governance are detailed in the Regulation of the Board of Directors.
The Executive Committee is formed of three members:
- Mr. José Parés Gutiérrez (Chairman of the Committee)
- Mr. Luis Miguel Álvarez Pérez
- Mr. Pablo Castilla Repáraz
The rules governing the functioning of the Executive Committee, as well as its basic responsibilities, are described in Article 18 of the Board of Directors Regulation.
The Audit and Control Committee is formed of three members:
- Mr. Emilio Fullaondo Botella (Chairman of the Committee)
- Mr. Pablo Castilla Reparaz
- Mrs. Mónica Cueva Díaz
The rules governing the functioning of the Audit and Control Committee, as well as its basic responsibilities, are described in Article 19 of the Board of Directors Regulation and the Committee’s own Regulation.
The Appointments and Remuneration Committee is formed of four members:
- Mr. Pablo Castilla Reparaz (Chairman of the Committee)
- Mrs. Romana Sadurska
- Mr. Luis Miguel Álvarez Pérez
- Mr. Emilio Fullaondo Botella
The rules governing the functioning of the Appointments and Remuneration Committee, as well as its basic responsibilities, are described in Article 20 of the Board of Directors Regulation.
The Health & Safety Committee is formed of three members:
- Mrs. Romana Sadurska (Chairman of the Committee)
- Mrs. Mónica Cueva Díaz
- Mr. Pablo Castilla Reparaz
The rules governing the functioning of the Health & Safety Committee, as well as its basic responsibilities, are described in Article 20bis of the Board of Directors Regulation.
Mr. Eduardo Rodríguez-Rovira holds Law Degree from Universidad Complutense de Madrid, Business and Economic Sciences Degree from The National Distance Education University (UNED) and Special Licence in European Law from Université Libre de Bruxelles.
Mr. Rodríguez-Rovira is a member of International Bar Association and International Swap Dealers Association.
In 1990 Mr. Rodríguez-Rovira joined recognizable law firm Uría Menéndez, where in 2000 he became a partner.
From March 2001 to September 2003, Mr. Rodríguez-Rovira was based in Buenos Aires office, where he was principally involved in advising foreign and Spanish clients on their investments in Latin America. He has been the head of the Latin America practice group since his return to Spain. He specializes in debt restructuring, corporate acquisitions and financial regulatory matters, including undertakings for collective investment.
Mr. Rodríguez-Rovira became the Secretary of AmRest’s Board of Directors in March 2018.
The last amendment to the Regulations was approved by the Board of Directors on July 30, 2019.
The Regulation of the Board of Directors
PDF file 133.10 kB
Directors Remuneration policy
PDF file 127.89 kB
Annual Directors' Remuneration Report for the year 2020
PDF file 1.01 MB
Annual Directors' Remuneration Report for the year 2019
PDF file 320.71 kB
Annual Directors' Remuneration Report for the year 2018
PDF file 626.29 kB
Appointments and Remuneration Committee Performance Report 2020
PDF file 142.75 kB
Audit Committee Performance Report 2020
PDF file 117.97 kB
Self-Assessment Report of the Audit Committee 2019
PDF file 182.52 kB
Appointments and Remuneration Committee Annual Report 2019
PDF file 227.34 kB
2018 Self-Assessment of the Audit Committee
PDF file 213.20 kB
2018 Self-Assessment of the Appointments and Remunerations Committee
PDF file 162.59 kB
Report of the Audit Committee on External Auditor Independence 2018
PDF file 160.41 kB