Corporate governance

Purpose and Values

Since inception in 2015, INBONISRATING’s mission has been to increase the financial inclusion of SMEs by optimizing and democratizing the credit assessment and credit rating process through the development of enhanced risk models and advanced technologies.

VALUES

Independence We guarantee the neutrality of the credit ratings issued via our ethical standards and strict compliance with European regulations.

Intellectual curiosity We are attentive to the evolution of the financial market and the latest technologies in order to make the SME credit rating process more efficient.

Perseverance at work We work as a team to continuously improve our ability to issue credit rating and to provide coverage on as many SME as possible.

Positive impact We promote the growth of SMEs by creating a market infrastructure that provides efficiency and transparency in the assessment of credit risk.

In December 2017, INBONISRATING obtained the B Corporation certification, which accredits it as one of the leaders of the global movement of companies whose purpose is to improve the world by providing solutions to major problems. SMEs are the economic and social engine of our economy, by simplifying their credit risk analysis, INBONIS favors their growth and the generation of wealth and progress.

Governing Bodies

Board of Directors

The Board of Directors of INBONIS consists of six members highly qualified and experienced in the financial sector, two of whom are independent members.

This body defines the strategic vision of the company, ensures prudent and sound management and is responsible for ensuring that credit rating activities are carried out in accordance with the requirements of the Regulation on Credit Rating Agencies (EC) No 1060/2009 and the IOSCO Code of Conduct.

The Board of Directors should in particular ensure that:

the credit rating activities are independent, including from all political and economic influence and pressure;
conflicts of interest are properly identified, managed and disclosed;
the remaining provisions of the regulation are complied with.

Hugo Bänziger

Chairman+

Hugo brings to INBONIS Rating a unique strategic vision and exceptional international experience. After starting his career at the Swiss Federal Banking Commission, Hugo held senior management positions at Credit Suisse and Deutsche Bank, where he was a member of the Board of Directors, and has been a partner at Lombard Odier, among others. With an in-depth knowledge of the historical and regulatory dynamics of the financial sector, he holds a degree in Modern History and Constitutional Law from the University of Bern.

Clémentine Baldon

Director+

Clémentine has over 15 years of experience in competition law and regulatory compliance. As avocate au Barreau de Paris and solicitor of England and Wales, Clémentine has worked in international firms such as Dentons, Weil Goshtal and Freshfields and, later, as deputy legal director of the French mobile operator, Bouygues Telecom. As an expert in European law, Clémentine collaborates with the European Centre for Law and Economics at ESSEC business school, where she also teaches business law. Clémentine graduated from ESSEC Business School and holds a degree in Law from Université Paris II-Assas.

Elena Herrero-Beaumont

Independent DirectorMember of the Supervisory Committee+

Elena is co-founder and director of Ethosfera, a Spanish think tank specialised in ethics and critical innovation, researcher at Fundación Compromiso y Transparencia and assistant professor of Corporate Ethics at IE University Law School. Linked to various organizations related to good governance, she sits at the Board of Transparency International-Spain. Previously, she was managing director of the consultancy firm Vinces, director of International Media at the Spanish law firm Garrigues and a researcher at U.S. academic institutions such as the Kellogg School of Management and Columbia University. She holds a law degree from the Universidad Complutense, a Master in Financial Markets from the Instituto de Estudios Bursátiles and a MSc in journalism from Columbia University in New York.

Charles Beigbeder

Director+

Charles is President of his investment holding company Gravitation. Charles was the founder and CEO of Selftrade /SelfBank (a pioneering online broker in France, Spain and the UK) and Poweo (now Direct Energie). Charles is an engineer, a graduate of the Ecole Centrale de Paris.

Alberto Sánchez Navalpotro

Chief Executive Officer+

Alberto is the founder of INBONIS. He is responsible for executing the strategy decided by the Board of Directors and for the operational management of the company. He is specifically responsible for commercial and corporate development. Previously, Alberto was active in the financing of European SMEs - as a venture capital investor - first as Director of Investments Gravitation (Paris), holding company of Charles Beigbeder (French entrepreneur and founder of SelfTrade and Poweo) and then as a partner in the venture capital fund Jolt Capital. He has been a strategy consultant at Kaiser Associates (London) advising large multinationals across Europe. He holds a masters degree from ESCP Europe and a master research in Economics and a degree in Business Administration from the University of Alcalá.

Mona-Caroline Chammas

Independent DirectorMember of the Supervisory Committee+

Mona Caroline is a lawyer with expertise in ethics, compliance and governance. She is a graduate of the Université Catholique de Louvain, holds a Master's degree in European Law from the University of Ghent and a postgraduate degree from Columbia University. She has practised as a lawyer since September 2004, both in the private and public sector, with companies, the OECD, international law firms, the Administration and academia. She is also a board member of the Tusker Club (Paris), the Altius Society (Oxford) and the WhistleBlowing Center (Brussels).

The Board has a Supervisory Committee, made up of the two independent non-executive directors, appointed for five-year mandate, non-renewable.

The members of the Supervisory Committee must at all times maintain their independence of analysis, decision and action and have the obligation to inform the European Securities and Markets Authority (ESMA) of any significant breach of the Regulation or any change impacting the initial registration conditions. The Supervisory Committee has the specific task of monitoring:

the development of the credit rating policy and the methods used by Inbonis Rating in their credit rating activities;
the effectiveness of Inbonis Rating internal quality control system in relation to credit rating activities;
the effectiveness of the measures and procedures put in place to ensure that any conflicts of interest are identified, eliminated or managed and disclosed; and
the compliance and good governance processes, including the effectiveness of the review function.

Functional Heads

The activity of INBONIS requires good functioning and collaboration between different areas. Those responsible for each area are professionals of recognised prestige in their respective fields of activity.

Israel Pérez Corrales

Chief Operating Officer+

Israel is the COO of INBONIS and responsible for the development of multi-channel analytical strategies. With more than 20 years of international banking experience, he has worked at BBVA for 18 years, the last 12 in the United States, assuming different responsibilities, such as credit risk management of retail portfolios or fraud detection processes for different payment systems. He has extensive experience in product and channel development, risk management and analytical development teams in the US. He has also served on the boards of Fintech entities (Upturn) and non-profit and non for profit entities (Ronald McDonald House of Charities). He holds a degree in Economics from the University of Alcalá, is certified as a ¨Financial Risk Manager¨ by the GAAP Institute and has completed his higher education at Northwestern University in Evanston, Illinois.

Alberto Sánchez Navalpotro

Chief Executive Officer+

Gracia Orihuela

Head of Rating+

Gracia is responsible for the construction and development of the analysts’ team. She trains and supervise the team. In addition, she analyses and approves credit rating reports and is responsible for ensuring compliance with the regulation. Spanish national, Gracia has more than 20 years of experience in credit risk analysis and guarantees. She has collaborated in the training of new analysts and has specialised herself in various sectors of activity throughout his career, mainly at Coface and Cesce. Within the latter, she has been a senior analyst in the Technical Department and in the State Account, preparing analyses for different Ministries. Gracia holds a degree in Law from the Universidad Autónoma de Madrid, with a specialization in International Trade from the Université Sorbonne de Paris.

Gert Pregel

Head of data analytics, and review officer+

Gert leads the data analytics team in charge of developing advanced models and exploring big data and machine learning technologies for continuous improvement. Gert is also the responsible of the review of Inbonis' credit rating methodologies, and is a member of the Methodologies Committee, along with the independent advisors of the Supervisory Committee. Austrian national, Gert has a long career in banking - at Banco Santander and at BBVA - where he has held key management positions such as Head of Management Control Global Markets, Head of Customer Knowledge and Value-based Management. Gert has been a finance professor at IESE for 10 years. Gert holds a Master's degree in Finance and Applied Economics from the Wharton School, an MBA from IESE and is a civil engineer from the Polytechnic University of Catalonia.

Emmanuelle Bonal

Commercial Director+

Emmanuelle is the Commercial Director of Inbonis Rating. Her mission is to develop the commercial strategy, to manage the business development teams and to build partnerships in order to exceed sales objectives and to increase Inbonis' reach on the European market.
She has over 15 years of professional experience. She started her career in various French banking groups (Crédit Agricole and ARKEA) where she held various key account manager positions for SMEs and ETIs. She then joined Arkéa Lending services, the leading platform for disintermediated corporate financing, where she was responsible for the commercial development of the corporate sector as well as the management of the investors’ ecosystem (asset managers, institutional investors...).

Cecilia Vindel

Compliance Officer+

Cecilia is responsible for the compliance function, which aims at ensuring the respect of the regulatory framework and monitors the application of policies and procedures within the governance and operations of INBONIS RATING. Cecilia is a Spanish attorney with over 20 years experience in financial markets and banking institutions specializing in international and interdisciplinary environments related to the languages that she speaks, German, English, Italian and French. She has served in the legal and compliance departments of different banking groups such as Hypovereinsbank, Banco Espirito Santo, Banco Santander and Andbank, where she has developed a profound knowledge of all issues regarding corporate governance, compliance of financial institutions and markets, relationships with supervisors and sustainability and transparency. She holds a law degree from the Universidad Autónoma de Madrid in Spain and a postgraduate degree from the Johann Wolfgang Goethe University in Frankfurt (Germany).

Compliance

The Compliance Function is permanent and dedicated to ensure respect of the legal framework of credit rating agencies by INBONIS and its employees.

The Compliance Function assists and advises the management, rating analysts and any person related to the agency to ensure regulatory compliance. In particular, the compliance function is responsible for continuously supervising the adequacy of the policies and procedures established to guarantee the quality and independence of INBONIS' rating activities.

The Compliance Function spots and manages any deficiency identified and reports to the Board of Directors and the Supervisory Committee. The Compliance Function is in charge of:

Enforcing, updating and signing of policies and procedures dedicated to ensuring a sound operational and governance process, including the Code of Conduct;
Accountability and maintenance of conflict of interest disclosures and policy enforcement in order to ensure that conflicts of interest are identified, eliminated or managed and disclosed efficiently;
Maintaining the list of actual or potential conflicts of interest;
Preparation of the list of entities excluded from rating activities and of the list of companies to which ancillary services are provided;
Maintenance of the list of rated entitites and control of the rotation of rating analysts;
Development and execution of a training programme for all persons related to INBONIS;
Creation and maintenance of a Compliance Workplan, Risk Assessment Report and Compliance Report for the Independent Non-Executive Directors;
Publication and updating of general legal requirements to the public and periodic information;
Responsibility for dialogue with the Regulatory Authorities and disclosure of quarterly, half-yearly and annual information;
Responsibility for ad hoc requests and the disclosure of ratings information;
Preparation of the annual transparency report and its publication;
Responsability for periodical and ad hoc control over pricing, segregation of activities and remuneration practices;
Responsability for periodically and ad hoc control of segregations and access restrictions in the computer system;
Management of interviews with employees and specifically control of past and future activities of rating analysts;
Responsibility and maintenance of records and information according to the Record Keeping Policy;
Control and testing of the Plan of Continuity and Regularity of the activities and the outsourced activities;
Investigations in case of breach and information to the Supervisory Committee.

The Compliance Officer reports functionally to the Supervisory Committee and administratively to the Chief Executive Officer. To carry out its functions independently, the Compliance Officer has the authority, resources, technical knowledge and access to relevant information. To ensure its independence, the compliance function does not participate in credit rating activities and its remuneration is not linked to INBONIS' business results.

Regulation and transparency

INBONISRATING is a Credit Rating Agency (CRA) registered by the European Securities and Markets Authority (ESMA). It is governed by Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 for credit rating agencies.

This Regulation forms part of the initiatives adopted in response to the commitments made at the G20 Summit held in Washington DC in November 2008. The Regulation aims not only to strengthen the confidence in the market, but also to improve investors’ protection and to prevent European financial markets from being exposed to the risk of irregular practices. It guarantees the independence and integrity of the credit rating process and improves the quality of the ratings issued.

Similarly, INBONISRATING is committed to pursuing objectives of quality, transparency and accountability. It has put in place sound and adequate internal control systems with the objective of continuously ensuring the independence and objectivity of its assessments. The following sections are part of the Policies and Procedures that INBONISRATING has implemented:

Policies and Procedures

CALL OF THE ORDINARY GENERAL MEETING TO APPROVE THE ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR 2023 AND THE APPROPRIATION OF THE RESULT AND THE MANAGEMENT OF THE BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2023

The Board of Directors Meeting held on March 20^th 2024, unanimously approved to convene the Ordinary General Meeting of the Company to approve, as the case may be, the annual accounts for the financial year 2023, application of results and management report, in accordance with the following agenda:

I.- Commercial, product, equipment and financial update 2023 & YTD. Forecast 2024.

II.- Approval, if applicable, of the annual accounts for the 2023 financial year and application of the results and management of the Board of Directors.

III.- Dismissal, appointment, renewal or ratification, as the case may be, of the members of the Board of Directors.

IV.- Stock Options Programme

V.- Remuneration of the Chief Executive Officer.

VI.- Questions and Answers.

VII.- Delegation of powers to execute resolutions in public deed.

Pursuant to article 173 et seq. of the Spanish Companies Act and the Company’s Articles of Association, the General Meeting of Shareholders is hereby called to be held on May 2^nd at 10:00 a.m. on first call and on May 3^rd at the same time on second call.

It is hereby stated that the annual accounts, application of results and management report have been duly prepared by the Board of Directors. These accounts have been voluntarily audited by the Auditor appointed by the Company. All supporting documentation and information on the items on the Agenda are available to the Company’s shareholders and will be sent to them by electronic means in accordance with article 182 of the Spanish Companies Act and the Company’s Articles of Association.

The Secretary of the Board is expressly authorised to proceed with the publication of this notice on the Company’s website, www.inbonis.es, as well as simultaneously to send the notice and supporting documentation of the resolutions to all the Company’s shareholders by telematic means.