Corporate government

On March 8th 2007, the Ministry of Economy and Innovation of the Portuguese Republic and the Ministry of Industry, Tourism and Commerce of the Kingdom of Spain signed in Lisbon the so called “Plan for Legal Convergence” between Portugal and Spain in the power sector, establishing:

• The general principles of organisation and management of the Iberian Market Operator (Operador do Mercado Ibérico - OMI) according to the following organisational chart;
• The definition of common rules to promote competition in the MIBEL markets and the introduction of the concept of the dominant operators at an Iberian scope.

The OMI Group currently comprises two holding companies with 10% cross-ownership:

• OMEL – Operador del Mercado Iberico de Energía, Polo Español, S.A.
• OMIP – Operador do Mercado Ibérico (Portugal), SGPS, S.A.

OMEL and OMIP (holding companies) hold each other 50% of the capital of the two companies in charge of market operation:

• OMIP – Polo Português, S.G.M.R., S.A. (OMIP) - the Portuguese company operating the derivatives market (power, natural gas or other energy-based products)
• OMI - Polo Español S.A. (OMIE) - the Spanish company operating the power day-ahead market.

The Boards of Directors of OMIP and OMIE are composed of the same persons.

OMIClear - the Central Counterparty (CCP) is owned in equal parts (50%) by OMIE and OMIP.

OMIClear’s corporate bodies are elected for three-year mandates. The members of the Board of Directors must be of good repute and are sufficiently experienced. The Portuguese Securities Market Commission (CMVM) can oppose to their nomination in case such conditions are not met. According to the applicable legislation, the Board of Directors must have a diversified composition. It presently consists of six members:

• Carmen Becerril Martínez - Chairman and CEO
• Artur Laureano Homem da Trindade - Vice-Chairman
• Antonio Erias Rey - Member
• José Manuel Amado da Silva - Member
• Gonzalo Solana González - Member

The current corporate governance model is defined by having a general and operational management under the responsibility of the Board of Directors, composed of the Chairman (and CEO) and Vice-Chairman (both assuming executive functions) and four members, two of which are independent. OMIClear’s Senior Management consists of the Board of Directs and the Chief Operating Officer.

Pursuant the 10 (5) of the Central Counterparties Legal Framework published in annex of DL 40/2014, the members of the social organs will begin functions after the deadline for opposition deduction by CMVM.

In terms of organisational structure, OMIClear possesses an operational area specifically dedicated to the nuclear management of the Central Counterparty, incorporating all underlying functions and, especially, the risk management. OMIClear benefits from a range of services in some support areas which are contracted to other companies within OMI’s group, under the terms laid down by the applicable legislation.

Acting as corporate bodies complementary to the Board of Directors, there are three Committees:

• Risk Committee: is responsible for advising the Board of Directors in any subjects which may impact OMIClear’s risk management policy, particularly the model and the global risk management policy. Within the concept of risk, the following types are included: credit or counterparty, market, closure, hedging or swap of Positions, exchange, settlement, collateral, legal, operational and systemic.
• Audit and Compliance Committee: is responsible for monitoring the activity of the supervisory body in the validation of the accuracy and transparency of the company’s accountability, monitoring the efficiency of the internal audit system and reporting it to the Board of Directors, analysing the annual internal audit plan, and overseeing the activity of auditors within the legally required independent audits.
• Remuneration Committee: is responsible for designing and developing OMIClear’s Remuneration Policy, as well as supervising its implementation and regularly revising its performance, in accordance with EMIR RTS nº 153/2013.