Organisational structure

Organisational structure of the BME Clearing´s Senior Management

The structure of BME CLEARING’s senior management, and the roles and responsibilities of each member thereof are described hereon.

Managing Director

If there is one, the Managing Director will have the powers conferred upon him/her by the Board of Directors and, as per Article 11 of the Board Regulations, will be responsible for effectively managing the Company's affairs, in accordance with the decisions and criteria adopted within his/her jurisdiction by the General Shareholders' Meeting and the Board of Directors.

General Manager

The General Manager shall be responsible for effectively managing the Company's affairs, in accordance with the decisions and criteria adopted within their jurisdiction by the General Shareholders' Meeting and the Board of Directors.

If the Company has a Managing Director who holds the aforementioned responsibilities, the General Manager shall support the Managing Director in carrying out these functions.

The General Manager will also assist and provide technical support to the corporate bodies when requested to do so, and will permanently take charge of the day-to-day running of the central counterparty (CCP).

The day-to-day management duties of the General Manager are as follows:

• Approve the binding Instructions that will implement or apply the General Terms and Conditions and Circulars and address technical, operative and procedural matters; and
• Hold a post on the Claims Committee alongside the General Market Supervisor and the Chief Risk Officer.

Department Directors

The Managing Director, where appointed, and General Manager will delegate day-to-day management of the CCP to the following departments, each headed by their own officer:

• Technology, responsible for ensuring the CCP’s IT services (hardware and software) the communication networks connected to Participants, and the development of the applications, systems etc. needed by the CCP’s different segments to ensure rapid and effective communication with Participants perform.

• Operations, responsible for defining the technical and human resources to be used to achieve business objectives, drawing on the support of the Company’s other departments

• Product and Business Development, responsible for creating, defining and executing the Company’s commercial policy; establishing sales targets; participating in negotiations; and analysing and understanding the market and existing and potential competitors to define measures that allow the Company to gain market share and strengthen its position, in coordination with the other departments; and also in charge of defining the strategy for developing new services and products to be offered to Participants by the central counterparty.

• Business Strategy, responsible for supporting the alignment of the business resources with management priorities. Follow-up of market trends and support the Company’s representation in international fora.

• Governance & Regulation,  this area was created to help improve efficiency in the company's governance and in the scheduling of regulatory tasks and requirements, to ensure compliance with the established timetables, as well as to increase BME Clearing's presence in international bodies and working groups and strengthen the communication channel with regulators.

• Architecture and Data, this area is divided in two subareas with two different aims:

• Architecture: Its aim is to concentrate interaction between Business and IT areas in three steps, (1) description or elaboration of new functional requirements, (2) tests of new software updates and (3) coordination of new versions installation
• Data: Its aim is to concentrate and automate the elaboration of regular internal or external reports

The procedures for the appointment of senior management

Managing Director

The Managing Director will be appointed as per the provisions on appointing board members laid down in the Articles of Association and Board Regulations. In this instance, any proposal put forward by the Chairperson as per Article 8.2 of the Board Regulations will be considered.

Moreover, in order to be appointed as Managing Director it shall be required to have special knowledge of the financial instrument clearing process and a proven track-record in this line of business.

General Manager and other senior executives

The General Manager will be appointed by the Board of Directors, or by the Managing Director, if this position exists. 

The other members of the Company’s senior management will be appointed by the General Manager or Managing Director, as appropriate, according to their knowledge and professional experience relating to the individual roles and responsibilities assigned to them in the Company.

The Company’s Board will be informed of any appointments and removals of senior executives.

Specifically, for the appointment of the General Manager any proposal put forward by the Chairperson will be considered as per any names put forward for the post of General Manager by the Chairperson will be considered pursuant to Article 8.2 of the Board Regulations.

Where possible, when appointing other senior executives in the Company, staff working in a department with a vacant executive position will be considered if they have a proven track-record in the relevant areas.

If there are no candidates with the appropriate qualifications and professional experience to fill the post, an external selection process will take place among candidates with suitable qualifications and experience.

Senior management structure of the CCP

The current CEO and Managing Director of BME Clearing  is Mr. José Manuel Ortiz-Repiso and the General Manager is Mr. Javier Aguila Llovera. The Chief Risk Officer is Mr. Miguel Ángel Salamero, the Chief Compliance Officer is Ms. Patricia Doncel Gómez, and the Chief Technology Officer is Ms. Yolanda Álvarez Serna. 

Organisational structure of the Board of Directors 

The composition, role and responsibilities of the board and any board committees 

The composition, role and responsibilities of the Board of Directors and Audit Committee, Appointments and Remuneration Committee and the Risk Committee established pursuant to Article 28 of Regulation (EU) No. 648/2012, and the Executive Committee, where established, are laid down in BME CLEARING’s Articles of Association and its Board Regulations.

The procedures for the appointment of board members 

The procedures for appointing members of the Board of Directors are set forth in the Articles of Association and Board Regulations.

Inter alia, Article 22 of the Articles of Association and Article 22 of the Board Regulations refer to the subjective conditions that individuals to be appointed Board Members must meet. Article 37 of the Articles of Association and Article 19 of the Board Regulations determine that the Appointments and Remuneration Committee will participate in the appointment and re-election of Board Members, in the appointment and allocating roles on the Board and its committees, and in the appointment of the Board Members to sit on any of the Board Committees.

Members of the Board of Directors

The CCP has a Board of Directors and several board committees with the necessary level of independence to meet their regulatory obligations as independent legal persons.

BOARD OF DIRECTORS

BME Clearing, S.A.U.’s Board of Directors is currently formed by the following five (5) members, classified as follows:

BOARD COMMITTEES:

Audit Committee

Appointments and Remuneration Committee

Risk Committee

Pursuant to Article 20.1 of the Board of Directors’ Regulations, this Committee shall comprise two (2) of which shall be independent Directors,  five (5) representatives of clearing members and three (3) clients of clearing members.