Downloads

Corporate governance

Responsible management and leadership

We structure the organisation and leadership to ensure the efficient, transparent and accountable management of resources provided by shareholders and financial institutions

In this way, we also meet the expectations of management, employees and other stakeholders, such as customers, people using our services, suppliers, authorities, local communities, and society at large. In doing so, we protect the rights of shareholders and ensure that strategic decisions are made ethically and efficiently.

Our governing bodies are committed to upholding high standards of integrity and transparency

when participating in strategic decision-making and approving corporate policies aligned with these principles. To this end, we have established internal procedures that ensure access to objective and impartial information, enabling these bodies to properly assess our compliance with our responsibilities across all aspects of corporate life.

Leadership structure

As of 31 December 2025, the Board of Directors of Aleatica, S.A.U. comprises nine members. The appointment was made by our sole shareholder, IFM Investors.

Women make up

0 %

of the Board of Directors

In 2025, we held eight meetings with an average attendance of
0 %
The average tenure on the Board is
0
years.

Board of Directors of Aleatica

Kenneth Frederick Daley

Non-independent director – Chairperson.

Tenure: Since April 12, 2018.

Significant positions: Two positions as a member of Boards of Directors. Qualifications: Master of Science in Engineering (Transportation) from Monash University.

Michael John Roy Kulper

Non-independent director Senior Vice Chairperson.

Tenure: Since April 12, 2018.

Significant positions: One position as a member of Boards of Directors. Qualifications: Bachelor of Economics (with Honours) from the University of Sydney.

Aaron Wai-Yan Lehane Mcgovern

Non-independent director Deputy Vice Chairperson

Tenure: Since April 12, 2018.

Significant positions: One position as a member of an Oversight Committee. Qualifications: Bachelor of Commerce (with Honours). Bachelor of Laws (with Honours) from the University of Melbourne. Member of the Australian Institute of Actuaries.

Kittredge Murphy Zuk

Non-independent director Third Vice Chairperson.

Tenure: Since October 10, 2018.

Qualifications: Bachelor of Arts (Economics and Russian Area Studies) from Washington and Lee University.

Xu Ling Zhang

Non-independent director

Tenure: Since November 6, 2023.

Qualifications: Bachelor of Arts (Economics) from New York University.

Brennan Reed Hudson

Non-independent director.

Tenure: Since November 6, 2023

Qualifications: Bachelor of Business Administration (with Honours) from Wilfrid Laurier University and a Bachelor of Mathematics (with Honours) from the University of Waterloo.

David Antonio Díaz Almazán

Executive Director Fourth Vice Chairperson.

Tenure: Since March 3, 2022.

Qualifications: Bachelor’s and Master’s degrees in Business Administration and Management from ESADE / Universitat Politècnica de Catalunya.

Gabriel Núñez García

Executive Director

Tenure: Since November 6, 2023.

Qualifications: Bachelor of Economics and Business Administration from the Universidad Autónoma de Madrid, MBA from the Instituto de Empresa de Madrid.

Pablo Olivera Massó

Secretary – Executive Director.

Tenure: Since December 4, 2018.

Qualifications: Bachelor of Laws from the San Pablo CEU University in Madrid. LLM from Georgetown University.

Cristina Santos Rodríguez

Vice Secretary – Executive Director

Tenure: Since January 15, 2024.

Qualifications: Bachelor of Laws (with Honours) from the Universidad Complutense de Madrid. Executive Master in Tax Consultancy and Tax Law, and Master in International Business Law, Competition Law, European Law, and Civil and Commercial Law from CEU San Pablo University.

Support Committees for the Board of Directors

The involved board members actively engage in all economic, operational, legal, environmental, social, security, and Corporate Governance matters of all Grupo Aleatica companies. They also meet regularly to monitor the progress of these topics and identify potential improvements in these areas.

Audit and Risk Committee

  • Chairperson: Aaron McGovern
  • Members of the Committee: Kitt Zuk, Brennan Hudson y Xu Ling
  • Secretary: Pablo Olivera

ESG/Sustainability Committee

  • Chairperson: David Díaz
  • Members of the Committee: Kitt Zuk y Xu Ling Zhang
  • Secretary: Cristina Santos

Human Resources Committee

  • Chairperson: Kenneth Daley
  • Members of the Committee: Michael Kulper and Brennan Hudson
  • Secretary: David Díaz

Safety Steering Committee

  • Chairperson: David Díaz
  • Members of the Committee: Kitt Zuk y Xu Ling Zhang
  • Secretary: Álvaro Serrano
At the Board of Directors meeting held on 5 December 2025, the composition of the committees was reviewed: the Human Resources Committee was dissolved, and the ESG Committee was renamed the Sustainability Committee.

ESG (Sustainability) Committee

2025 Activity

In 2025, we held two regular sessions of the ESG Committee (8 April and 5 November 2025), addressing: progress on the Emissions Mitigation Strategy, implementation of the Circular Economy Strategy, results of biodiversity assessments, and progress on social projects for community engagement.

Performance review and remuneration

In 2025, members of the Board of Directors received remuneration of €3,320,000 for their executive roles within the Parent Company. Three of the nine individuals serving as directors are part of the management team, and their remuneration is assessed as team members rather than as directors.

In 2025, Senior Management members received remuneration of
€ 0
for their executive roles within the Parent Company.

No executive is remunerated with Aleatica shares, nor do they hold any equity interest in the company.

Performance evaluations of the CEO and Executive Committee members cover three main areas:

Shared objectives (Safety, sustainability, operational efficiency), individual objectives, and high-performance competencies (Leadership Manifesto). We have a Short-Term Incentive (STI) Program and Long-Term Incentive (LTI) Plans that are evaluated every three years, primarily using the Internal Rate of Return (IRR).

Implemented policies

Code of Ethics and Conduct
General guidelines for all professionals.
Expectations regarding third-party behaviour.
Inclusion and non-discrimination.
Zero tolerance for bribery and improper payments.
A comprehensive program with metrics aligned to the SDGs.
Resource efficiency and a reduced carbon footprint.
A healthy organisational model; wellbeing and training.
Compliance with fundamental rights in line with ILO standards and the Global Compact.
Service Excellence Policy
Performance standards and continuous improvement.
Risk identification, assessment and mitigation.
Continuous improvement of processes and suppliers.
Comprehensive Safety Management System.
Transparent accounting records and prevention of money laundering.
Eradicate workplace or sexual harassment.
Ethical use of advanced technologies with human oversight.
Levels of responsibility and decision-making.