MADRID, 20 Oct. (EUROPA PRESS) –
The board of directors of Grifols has approved what is called a ‘clawback’ policy for the recovery of remunerations (bonuses) that have been erroneously awarded to its executives, as reported this Friday by the company to the National Securities Market Commission ( CNMV).
This decision, the group points out, follows the recommendations of the Good Governance Code and the listing rules related to the recovery of remunerations adopted by the Nasdaq Stock Market.
In the documentation of this new policy that Grifols has published on its corporate website, the company explains that its appointments and remuneration committee carried out an “in-depth review” of the company’s remuneration policy and remuneration system.
After said review and analysis, the committee proposed to the board of directors the convenience of adopting and approving a recovery policy (‘clawback’) to specify the most appropriate way to determine the circumstances by which the executives of the company and any of its subsidiaries, direct or indirect, must reimburse or return incentive-based remuneration awarded erroneously.
In accordance with this policy, in the event of a restatement of Grifols’ financial statements, the company must determine “as soon as possible” whether the amount of any incentive-based compensation received by an executive exceeds what it would have received if This would have been calculated based on the accounting reformulation.
Thus, any excess between the remuneration awarded and the restated remuneration without taking into account the taxes paid must be recovered by Grifols, according to the policy approved by the board of directors.
For those remunerations based on incentives calculated based on or derived from the price of the shares or the total return for shareholders and in the event that the excess amount collected is not subject to the mathematical recalculation derived from the accounting reformulation, the company will determine the amount to be recovered or to be returned based on a reasonable estimate.
Grifols will keep the documentation related to the determination of said estimate, which will be provided, if requested, to Nasdaq and/or the CNMV.
“Once the amount of the remuneration awarded erroneously that must be reimbursed by the corresponding executive has been determined, the company must take all necessary actions to recover the remuneration awarded erroneously,” he points out.
Unless the Remuneration Committee and the board of directors determine otherwise, the money unduly received will be claimed by immediately requesting it in writing to each executive, indicating the amount and demanding its reimbursement or return, as appropriate.
In the event that an executive does not return everything wrongly collected when appropriate, Grifols “will take all reasonable actions necessary” for its recovery.
For the avoidance of doubt, Grifols clarifies that its obligation to recover unduly awarded remuneration “does not depend on whether the restated financial statements have been presented or when they must be presented”, nor on any fault of its executives for accounting errors or any other act that involves an accounting reformulation attributable to the executive.
It will be the Remuneration Committee that determines at its discretion the manner and time in which it will recover what was erroneously paid to its executives, and may demand, among others, the reimbursement of the remuneration paid in cash and the reimbursement of any profit obtained from the acquisition. exercise, liquidation, sale, transfer or other disposition of any equity interest or equity-based award.