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 Company’s business, that have not been reserved by law or the Bylaws to the jurisdiction of the General Shareholders' Meeting.
Members of the Board of Directors are appointed by the General Shareholders' Meeting. Directors exercise their office for a four-year term, and may be re-appointed for one or more additional periods of the same duration.
The Board of Directors operates under the regulations of the Bylaws and the Regulations of the Board of Directors 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. Carlos Fernández González is an Industrial Engineer and Senior Management Program at the IPADE Business School (Instituto Panamericano de Alta Dirección de Empresa).
Mr. Carlos Fernández González has held management functions in various economic sectors for more than 30 years. He held several roles at Grupo Modelo (the last one as CEO, 1997-2013, and Chairman of the Board of Directors, 2005-2013), until the brewing company was sold to the ABInbev group. From the time he was named CEO, up to 2013, Grupo Modelo consolidated its position as the leading brewing company in Mexico and in the international market, becoming the seventh-largest brewing group and the largest beer exporter in the world.
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. (Spain). After the sale of Grupo Modelo to Anheuser Busch, he was a member of the Advisory Board of Grupo Modelo for two years. He was also a member of the International Advisory Board of Banco Santander S.A. until its dissolution and a director of Grupo Financiero Santander México S.A.B. de C.V.
He currently holds the role of Chairman of the Board of Directors and General Manager of Grupo Finaccess S.A.P.I. de C.V., a company he founded with presence in Mexico, the United States, Europe, China and Oceania. He is also a non executive director of Inmobiliaria Colonial, SOCIMI, S.A. (Spain) and member of the Board of Directors of Restaurant Brands New Zealand Limited (New Zealand).
He is an active member of several philanthropic institutions focused on social, educational and environmental programs.
Mr. Fernández González had been a Director of AmRest Holdings, SE from October 5, 2017 until May 11, 2023.
Mr. José Parés Gutiérrez is CEO of Finaccess Capital (Mexico) since 2013 and Chairman of the Board of Directors of Restaurant Brands New Zealand Limited. He has international experience in marketing, sales, finance and operational management.
Previously, Mr. José 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, Illinois), Vice Chairman of the Board of MMI (Toronto, Canada), member of the Board of DIFA (Mexico) and member of the Mexican Brewers Association (Cámara de Cerveceros de México).
Mr. Parés has been a Director since October 5, 2017 and, therefore, a member of the Board of Directors since the date of registration of the Company in Spain (March 12, 2018).
Mr. Luis Miguel Álvarez Pérez graduated from Universidad Iberoamericana (Industrial Engineering) and completed the International Management Program at Fort Lauderdale, Florida (IPADE Business School), the International Top Management Program (ITAM, Ashridge, Kellog, IMD, Standford) and the Building Skills for Success Program at Wharton, San Francisco.
Mr. Luis Miguel Álvarez Pérez is Board Member, Audit Committee Member and Investment Committee Member of Finaccess, S.A.P.I. (since 2013). Founder and CEO of Compitalia, S.A. de C.V. (a family investment company that invests directly through equity and real estate investments, mainly in sectors such as consumer goods, restaurants, real estate and financial funds), and member of the Board of Directors and of the Appointments and Remuneration Committee of Restaurant Brands New Zealand Limited.
Previously he held several roles at Grupo Modelo (Mexico) for more than 25 years (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 7 years in Grupo Modelo in Idaho Falls, ID, USA as the President and General Manager of a new malting plant facility.
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.
Currently he is a member of the Board of Directors of numerous private companies and NGOs, in addition to holding various positions in the Finaccess Group.
Mr. Álvarez Pérez has been a Director since October 5, 2017 and, therefore, a member of the Board of Directors since the date of registration of the Company in Spain (March 12, 2018).
Mr. Pablo Castilla Reparaz holds a Bachelor’s Degree of Laws (Universidad Complutense - CEU) 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).
Mr. Pablo Castilla Reparaz has more than 30 years of experience in the banking sector as a lawyer for Banco Santander, S.A., having been responsible for M&A transactions in several jurisdictions, both inside and outside the European Union.
He has also served as Director of Santander Direkt Bank (Germany), Director of Banco Mercantil (Peru), Secretary non director of BT Telecomunicaciones S.A., director Secretary of Santander Investment, S.A., Secretary of the Investment Committee of Grupo Santander, director Secretary of OpenBank and director Secretary of Grupo Vitaldent.
Mr. Castilla Reparaz has been a Director since October 5, 2017 and, therefore, a member of the Board of Directors since the date of registration of the Company in Spain (March 12, 2018).
Ms. Mónica Cueva Díaz holds a degree in Economic and Business Sciences and Executive MBA from the Instituto de Empresa.
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, also participating in important integration processes such as the acquisition of ABN AMRO. She has also been a college professor and lecturer, a member of the European Banking Authority representing Banco Santander, and a director in numerous companies of the Santander Group.
She currently holds the position of director of Banco Santander Río (Argentina).
Ms. Mónica Cueva Díaz was appointed member of the Board of Directors on 1 July 2020.
Mr. Emilio Fullaondo Botella 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 Botella has held senior management positions for more than 23 years in the beer industry, leading various departments related to the financial area of the Mexican beer group Grupo Modelo, including the position of Chief Financial Officer for a period of 4 years and subsequently in the Belgian company AB InBev, following the acquisition by Grupo Modelo as Chief People Officer for Middle Americas until his resignation in January 2019.
Currently, he is an independent director of the Restaurant Brands New Zealand Limited, which is listed on the New Zealand Stock Exchange (NZX) and the Australian Securities Exchange (ASX).
Mr. Emilio Fullaondo was appointed member of the Board of Directors on 14 May 2019.
Ms. Begoña Orgambide García holds a degree in Administration and Finance with honors from Universidad Panamericana, where she also studied a Master's Degree in Investment Project Evaluation. She holds a Diploma in Communication and Corporate Reputation from Universidad Anáhuac and a Senior International Management Program (PADI), taught by ITAM, in collaboration with Kellogg, Stanford and Ashridge.
Her professional experience is mainly in the financial field, particularly in relation to the analysis of the financial situation of companies, viability and profitability of projects, and the implementation of financial and corporate communication strategies for investors and analysts.
Ms. Orgambide was Director of Investor Relations at Grupo Modelo S.A.B. de C.V. and subsequently held the same position at Grupo Sports World S.A.B. de C.V. In 2015 she joined Walmart de México S.A.B. de C.V. as Director of Strategic Planning and M&A.
She is currently Director of Investor Relations at Finaccess Capital, S.A. de C.V. and has developed expertise in investment analysis, mainly in the restaurant and real estate sector, and return evaluation. She is also responsible for the design and implementation of the communication strategy for the investor group regarding the financial situation and evolution of the different investments.
Ms. Begoña Orgambide García was appointed member of the Board of Directors on 11 May 2023.
Ms. Romana Sadurska is a Law graduate (University of Warsaw), LLM from Yale University and PhD from the Polish Academy of Sciences.
Ms. Romana Sadurska was a professor at the University of Sidney and the Australian National University. She was also partner Secretary General of the Spanish law firm Uría Menédez, being responsible for the practice area of Central and Eastern Europe of said firm, and Executive Vice Chairman of the Professor Uría Foundation.
She currently is a member of the Patronage (“Patronato”) of the Aspen Institute Spain.
Ms. Romana Sadurska was appointed member of the Board of Directors on 14 May 2019.
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.
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Board Committees
Delegated Committees of the Board of Directors
The Board of Directors has formed an Executive Committee, an Audit and Risk Committee, an Appointments, Remuneration and Corporate Governance Committee, and a Sustainability, Health and Safety Committee. Their respective responsibilities and governance are detailed in the Regulations of the Board of Directors.
The Executive Committee is formed of three members:
- Mr. José Parés Gutiérrez (Chairman of the Committee; Executive Director)
- Mr. Luis Miguel Álvarez Pérez (proprietary director)
- Mr. Pablo Castilla Repáraz (independent director)
The rules governing the functioning of the Executive Committee, as well as its basic responsibilities, are described in Article 18 of the Regulations of the Board of Directors.
The Audit and Risk Committee is formed of three members:
- Mrs. Mónica Cueva Díaz (Chairwoman of the Committee; independent director)
- Mr. Pablo Castilla Repáraz (independent director)
- Mr. Emilio Fullaondo Botella (independent director)
The rules governing the functioning of the Audit and Risk Committee, as well as its basic responsibilities, are described in Article 19 of the Regulations of the Board of Directors and the Committee’s own Regulations.
The Appointments, Remuneration and Corporate Governance Committee is formed of four members:
- Mr. Pablo Castilla Reparaz (Chairman of the Committee; independent director)
- Mr. Luis Miguel Álvarez Pérez (proprietary director)
- Mr. Emilio Fullaondo Botella (independent director)
- Mrs. Romana Sadurska (independent director)
The rules governing the functioning of the Appointments, Remuneration and Corporate Governance Committee, as well as its basic responsibilities, are described in Article 20 of the Regulations of the Board of Directors.
The Sustainability, Health and Safety Committee is formed of three members:
- Mrs. Romana Sadurska (Chairwoman of the Committee; independent director)
- Mr. Pablo Castilla Repáraz (independent director)
- Mrs. Mónica Cueva Díaz (independent director)
The rules governing the functioning of the Sustainability, Health and Safety Committee, as well as its basic responsibilities, are described in Article 20bis of the Regulations of the Board of Directors.
