Governing Bodies

The DIA Group has a Board of Directors comprised of a total of 10 members, of which seven are independent, one executive and one classified as “other external directors”, in the case of the non-executive Chairwoman.

The composition Board of Directors, at 31 December 2016, is follows:

The main function of the Director is to supervise and submit for consideration all business matters of particular importance for the Group, generally relinquishing the ordinary management to the members of Senior Management.

DIA’s Board is responsible for approvinge the Company’s general policies and strategies, as well as approving the necessary tools for implementation, placing special emphasis on the strategic plan, management objectives and annual budget, as well as the investment and financing policy, the Company’s fiscal strategy, the Good Governance policy, the remuneration policy, and performance assessment of the management team, among others.

Changes in the Board

In 2016, the Board of Directors of the Group undertook a series of changes in its composition as a result of the resignation of some of its members due to them taking on new professional commitments. This is the case of Rosalía Portela, who resigned from her position as independent director and, consequently, also as a member of the Audit and Compliance Committee.

Likewise, coinciding with the end of his term, Pierre Cuilleret, also an independent director and member of the Remuneration and Appointments Committee, submitted his resignation from the position due to new professional commitments.

As a consequence of this resignation, on 6 July 2016, the Board of Directors agreed to appoint Borja de la Cierva Álvarez de Sotomayor by co-optation as an independent director and member of the Audit and Compliance Committee.

On 14 December 2016, the Board of Directors also appointed María Luisa Garaña Corces by co-optation as an independent director of the company, who in turn will form part of the Audit and Compliance Committee as a member.

These two appointments will be subject to ratification by the first General Shareholders’ Meeting that the Company holds in 2017.

The position is for three years renewable, and is based on two monitoring commissions: The Remuneration and Appointments Committee and the Audit and Compliance Committee.

Remuneration and Appointments Committee

The Remuneration and Appointments Committee is made up of three members. An independent Chairperson and another member, also independent. In 2016, it met on 6 occasions.

Name	Position	Type of position
Mr. Mariano Martín Mampaso	Chairman	Independent
Ms. Ángela Spindler	Member	Independent
Mr. Antonio Urcelay Alonso	Member	Independent

Audit and Compliance Committee

The Audit and Compliance Committee is made up of five members. An independent Chairperson and four other members, also independent. In 2016, it met on 6 occasions.

Name	Position	Type of position
Mr. Richard Golding	Chairman	Independent
Mr. Julián Díaz González	Member	Independent
Mr. Borja de la Cierva	Member	Independent
Mr. Juan María Nin Génova	Member	Independent
Ms. María Garaña Corces	Member	Independent

All of the members of the Board of Directors are professionals with a strong executive profile and extensive experience in business relating to distribution and consumer goods.

Name	Position
Mr. Ricardo Currás de Don Pablos	Chief Executive Officer
Mr. Diego Cavestany de Dalmases	Executive Manager of Operations Spain
Mr. Antonio Coto Gutiérrez	Executive Director Latin America and Partnership
Mr. Juan Cubillo Jordán de Urríes	Business Manager and Merchandise
Mr. Francisco Javier La Calle Villalón	Resources Corporate Director and Executive in China
Mr. Amando Sánchez Falcón	Corporate Director of Services and Executive in Portugal

DIA held a General Shareholders’ Meeting in 2016 on 22 April. This meeting was attended in person or by proxy by 817 shareholders, representing ownership of 61.86% of the shares.

During the General Shareholders’ Meeting held on 22 April 2016, a report was given on the modification and subsequent approval of the Regulations of the Board of Directors of the Company for the purpose of incorporating the regulatory changes introduced by the Capital Companies Act following the approval of Law 22/2015, on Account Auditing, as well as to include certain technical improvements that enable clarification of certain matters, refine the language and make it easier to understand.

This regulation is registered in the Commercial Registry of Madrid and both this text and the explanatory report of the modifications approved are available on the Company’s website.

Likewise, the Company’s annual individual accounts were submitted for examination and subsequent approval, as well as the consolidated accounts with its subsidiary corporations, in addition to the individual management report and consolidated management report corresponding to the year ending 31 December 2015.

The Meeting also authorized the Board of Directors, with express power of delegation, for a maximum period of five years, to increase the share capital in accordance with the provisions of Article 297.1.b) of the Capital Companies Act, to up to half of the share capital on the date of authorization. It also authorized the Board to issue exchangeable debentures or bonds and/or convertible into shares of the Company.

Lastly, the General Shareholders’ Meeting approved the Long-Term Incentive Plan (2016-2018) through the delivery of shares to directors of the Company.