Transparency portal » Information on organizational matters » Governing bodies

I.                 GENERAL MEETING

A.                COMPOSITION

1.                  Excmo. Cabildo Insular de El Hierro

2.                  Unión Eléctrica de Canarias de Generación, S.A.

3.                  Instituto Tecnológico de Canarias, S.A.

4.            Canary Islands Government

B.                PERSON HOLDING THE OFFICE

The General Meetings shall be chaired by the Chairman of the Board of Directors, who shall be appointed by the President of the Cabildo Insular de El Hierro. In the absence of the Chairman, the Meeting shall be chaired by the Vice-Chairman of the Board and, in the absence of the latter, by the oldest Director among those attending the Meeting.

C.                HEADQUARTERS AND LOCATION

D.               POWERS

The General Shareholders’ Meeting has the powers established in Article 15 of the Articles of Association of the mixed company “Gorona del Viento El Hierro, S.A.”.

a)Appointment and removal of the members of the Board of Directors under the terms established below, and setting, where appropriate, of the remuneration, allowances and indemnities corresponding to them.

b)Any amendment of the Articles of Association.

c) Capital increases and reductions, and the transformation, merger and, if appropriate, dissolution of the Company.

d)Issue debentures and other negotiable securities grouped in issues, and other acts and circumstances relating thereto.

e)Authorize credit operations.

f)Censor the corporate management, approve the Inventory, as well as the Annual Accounts and the Management Report and resolve on the application of the result, under the terms of the Articles of Association.

g) Acquire and dispose of real estate, securities and, in general, all assets, without prejudice to the powers attributed to the Board of Directors in these Articles of Incorporation, with the exceptions provided for in local legislation for assets.

h)Donate and accept donations.

i) Establish, when not provided for by a higher-ranking provision, the tariffs for the service whose provision constitutes the object of the Company, in order to initiate the proceedings required by the legislation applicable to each of them for administrative approval.

j)All other powers attributed to it by the Consolidated Text of the Public Limited Companies Act.

I.                 BOARD OF DIRECTORS

A.                COMPOSITION AND PERSON HOLDING OFFICE

B.                POWERS OF THE BOARD OF DIRECTORS

The Board of Directors shall be responsible for:

a)To appoint the member of the Board who, together with the Chairman, is to sign the shares representing the share capital.

b)To organize, promote and direct the activities of the Company.

c)Acquisition of goods, materials, and effects of all kinds, for the fulfilment of the company’s objectives.

d) To claim and receive any amounts in cash, effects and securities, as well as other kinds, that must be delivered to the Company, regardless of the persons or entities obliged to pay, the nature, amounts, determination and origin of the obligations; to settle accounts, establish and settle balances and formalize receipts and discharges.

e)The administration, in the broadest form, of the company’s assets, preserving and defending them, including the exercise of all kinds of actions, as well as the rights, resources and income to which it may be entitled under any circumstances.

f)To dispose of the assets, whether by sale, exchange or transfer, and in respect of real property and any rights in rem that may correspond to it, only by executing resolutions of the General Meeting.

g)To constitute and withdraw deposits, consignments, open, close and liquidate current and credit accounts in banks, Caja General de Depósitos and other establishments with or without guarantee and under all kinds of conditions.

h) To determine the number, category, and class of all personnel to render services to the Company, to appoint and dismiss service personnel and to determine the amount and class of their remuneration.

i) To exercise all kinds of actions or defenses, in and out of court, before all kinds of civil, criminal, or social, economic or administrative courts, in any instance and before Corporations, Authorities or against private individuals, in claim of the assets and rights and shares of the Company or of its property.

j) To propose to the General Meeting the stipulations for the conclusion of contracts for the sale and purchase or encumbrance of real estate, whether in public or private documents.

k)To draw up, within a maximum period of three months from the end of the financial year, the balance sheet with the profit and loss accounts, the management report, the proposal for the distribution of profits and the explanatory report.

l) And, finally, to discuss all matters relating to the interests of the company and matters concerning its administration or any other competences that do not fall within the competence of the other bodies of the company.

 C.                POWERS OF THE CHAIRMAN

The Chairman of the Board of Directors, in addition to the exercise of such powers as are conferred on him by Company legislation and the Articles of Association, shall specifically hold the following:

a) To represent the Company and the Board of Directors in all kinds of acts, and may grant powers of attorney.

b) Senior inspection and management of the Company’s services of any kind.

c) To take, in urgent cases, such decisions as it deems appropriate for the company’s purpose, relating to acts of mere administration within the competence of the Board, reporting immediately to the Board at a meeting to be called within forty-eight hours, as provided in article 35 of the Articles of Association, for which purpose it is expressly empowered to do so.

d) To ensure that the Articles of Association are fully complied with and that the resolutions of the Board are faithfully implemented.

e) To convene the General Meeting whenever he deems this to be in the interests of the institution, without the need for prior authorization from the Board.

f) Any other function that legally or statutorily corresponds to him.

Each and all these powers may be delegated to any member of the Board.

I.                 EXECUTIVE COMMITTEE

A.               INTERNAL RULES AND DELEGATION OF POWERS

1. The Board of Directors may appoint, from among its Directors, an Executive Committee of two or three Managing Directors who, without prejudice to the exercise of the powers it may confer on each of them, shall act as the Company’s Collegiate Management Body, both in technical and management aspects of the Company, until, if appropriate, a Managing Director is appointed, without such appointment being an obstacle to the exercise by the Executive Committee of advisory and technical support functions, on such terms as may be decided by the Board.
2. Under no circumstances may the rendering of accounts and the presentation of balance sheets to the General Meeting be delegated, nor the powers granted by the latter to the Board, unless expressly authorized by the latter.
3. The permanent delegation of any powers of the Board of Directors to the Executive Committee or to the Chief Executive Officer and the appointment of the Directors who are to hold such offices shall require the favourable vote of two thirds of the members of the Board in order to be valid and shall not produce any effect until they have been entered in the Mercantile Register.

II.              MANAGING DIRECTOR

A.                APPOINTMENT OF THE MANAGING DIRECTOR

The Board of Directors shall be responsible for appointing the Managing Director. To this end, when deemed necessary or advisable by the mentioned administrative body, the conditions to be met by the person who takes up the post shall be established, as well as the characteristics of the post, including the duration of the post, renewal, remuneration and responsibilities. The appointment of the Managing Director shall require a qualified majority of two thirds of the members of the Board, and the powers and authorities that the Board of Directors deems appropriate shall be conferred on him/her in the same act.

Information on the functions may also be consulted in the section “Articles of Incorporation governing the company” at the following link:

https://www.goronadelviento.es/transparencia/estatutos-por-los-que-ha-de-regirse-la entidad-y-sus-modificaciones/

Last updated 31/05/2022.

Date of publication 27/10/2020.