Board of Directors
Our business and affairs are managed under the direction of Atlantica’s board of directors.
The Board of Directors (the “Board”) of Atlantica Yield plc (the “Company”) oversees the management of the Company and its business. The Board is responsible for, among other things: overseeing the conduct of our business, reviewing and, where appropriate, approving, our long-term strategic, financial and organizational goals and plans, and reviewing the performance of our chief executive officer.
A director is expected to spend the time and effort necessary to properly discharge his or her responsibilities, including those specified above. Accordingly, a director is expected to regularly attend meetings of the Board and committees on which such director sits, and to review prior to meetings material distributed in advance for such meetings. A director who is unable to attend a meeting (which is understood will occur occasions) is expected to notify the Chairman of the Board or the Chairman of the appropriate committee in advance of such meeting.
Under our articles of association, the Board may consist of seven to thirteen members. Subject to certain minimum thresholds in terms of their shareholdings, each shareholder shall be entitled to appoint a number of directors in proportion to their shareholding. However, no shareholder shall be entitled to appoint more than half of the directors plus one.
Under English law, the board of directors may delegate its powers to an executive committee or other delegated committee or to one or more persons, unless the shareholders, through a meeting, have specifically delegated certain powers to the board of directors and have not approved the board of director’s delegation to others.
Algonquin has appointed two directors and Abengoa has appointed one director, a number in each case proportional to their holdings in the equity of the Company. As a result, Atlantica’s board has currently a majority of independent directors.
In addition, Atlantica has signed a Shareholders Agreement with Algonquin which sets forth that, if and to the extent provided in our articles, AAGES or Algonquin will have the right to appoint to our board the maximum number of directors that corresponds to AAGES’ and Algonquin’s holding of voting rights, as per articles of association but in any event no more than (i) such number of directors as corresponds to 41.5% of our voting securities; and (ii) 50% of our board less one, and if the resulting number is not a whole number, it shall be rounded up to the next whole number.
For further information on our Board of Directors and Board Committees, please refer to section Company Overview/ Corporate Governance on our website, to our UK Annual Report or to our Sustainability Report.