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2023 Annual report
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2023 Annual report
In accordance with the Articles of Association, this is the sovereign body of the company and has the power to decide on all matters vested in it by law or the Articles of Association.
The General Shareholders’ Meeting took place in person and electronically on 29 June 2023, on the first call, in accordance with existing regulations at the time of its holding, and was attended by 202 shareholders and holders of 84,344,919 shares, representing 68.327% of the share capital.
Throughout 2023, the Board of Directors of Talgo met a total of 8 times with a percentage of attendance in person of the total votes during the year of 97%.
The Board of Directors is made up of 10 members and is re-elected every 4 years, coinciding with the deadline set by corporate regulations. In addition, it currently has three Committees: Audit Committee, which met five times in 2023; Appointments and Remuneration Committee, which met three times; and Strategy and Sustainability Commission, which held two meetings.
Talgo has a risk and opportunity management model applicable both to its own activities and processes and to the risks arising from its relationship with third parties. This model was currently approved and is monitored by the Audit Committee, and led and governed by the Board of Directors, applying to all branches and permanent establishments in all the countries where it operates. With this model, the Talgo Group manages all its risks, both financial and non-financial, fully including corporate sustainability risks.
At the beginning of each year, the critical risks studied in the company are re-evaluated, so that the model is reviewed and improvements are introduced to keep a system updated and consolidated over time.
Talgo promotes a culture of risk prevention, mitigation and internal control. The line of defence model has been taken as a basis, which encompasses responsibilities from the business to the governing bodies.
Ethics is one of the key pillars of the Talgo workforce’s professional performance model, conceptualised as sustainable, ethical and responsible management. It is managed by the Board of Directors through the Delegated Audit Committee and the Compliance Unit.
The mission of the compliance programme is to contribute to Talgo’s sustainability and good reputation by promoting compliance with all applicable laws and the Code of Ethics and the anti-fraud and anti-corruption policies, based on an effective risk management system.
The Code of Ethics promotes that anyone can report the non-compliance or infringement of a person or interest group related to legislation or internal policies.
The company promotes the use of the Ethics Channel, a confidential system that can be accessed via the company’s intranet or website (www.talgo.com) and which it has outsourced through the company “i2Ethics” to provide it with the greatest independence in management.
Talgo, as an ethical company integrated into the economic, social and environmental fabric of the countries in which it operates, places the promotion of and respect for human rights at the heart of its corporate risk management.
The management of potential human rights breaches is currently the responsibility of the corporate sustainability area and the management of the subsidiaries, under the control and supervision of the corporate compliance unit.
During the exercise, Talgo identifies 14 areas where, with a greater probability, possible violations of human rights may occur, which are integrated into two categories: labour and non-labour.
