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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/19/24 Grifols SA 20-F 12/31/23 228:143M Toppan Merrill/FA |
Document/Exhibit Description Pages Size
1: 20-F Annual or Annual-Transition Report by a Foreign HTML 13.68M
Non-Canadian Issuer
2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 144K
4: EX-2.14 Plan of Acquisition, Reorganization, Arrangement, HTML 78K
Liquidation or Succession
5: EX-2.17 Plan of Acquisition, Reorganization, Arrangement, HTML 82K
Liquidation or Succession
3: EX-2.9 Plan of Acquisition, Reorganization, Arrangement, HTML 78K
Liquidation or Succession
6: EX-4.6 Instrument Defining the Rights of Security Holders HTML 935K
10: EX-13.1 Annual or Quarterly Report to Security Holders HTML 60K
12: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 79K
Awarded Compensation
7: EX-11.1 Statement re: the Computation of Earnings Per HTML 134K
Share
8: EX-12.1 Statement re: the Computation of Ratios HTML 63K
9: EX-12.2 Statement re: the Computation of Ratios HTML 63K
11: EX-15.1 Letter re: Unaudited Interim Financial Info HTML 58K
18: R1 Document and Entity Information HTML 140K
19: R2 Consolidated Balance Sheet HTML 199K
20: R3 Consolidated Statements of Profit and Loss HTML 121K
21: R4 Consolidated Statements of Comprehensive Income HTML 93K
22: R5 Consolidated Statements of Cash Flows HTML 167K
23: R6 Statement of Changes in Consolidated Equity HTML 118K
24: R7 Nature, Principal Activities and Subsidiaries HTML 63K
25: R8 Basis of Presentation HTML 176K
26: R9 Business Combinations and Divestments HTML 422K
27: R10 Significant Accounting Policies HTML 175K
28: R11 Segment Reporting HTML 94K
29: R12 Goodwill HTML 375K
30: R13 Other Intangible Assets HTML 133K
31: R14 Leases HTML 131K
32: R15 Property, Plant and Equipment HTML 69K
33: R16 Equity-Accounted Investees and Joint Business HTML 415K
34: R17 Financial Assets HTML 130K
35: R18 Non-current assets held for sale HTML 67K
36: R19 Inventories HTML 84K
37: R20 Contract assets HTML 69K
38: R21 Trade and Other Receivables HTML 90K
39: R22 Cash and Cash Equivalents HTML 69K
40: R23 Equity HTML 126K
41: R24 Earnings Per Share HTML 108K
42: R25 Non-Controlling Interests HTML 419K
43: R26 Provisions HTML 264K
44: R27 Financial Liabilities HTML 549K
45: R28 Trade and Other Payables HTML 75K
46: R29 Other Current Liabilities HTML 71K
47: R30 Net Revenues HTML 219K
48: R31 Personnel Expenses HTML 87K
49: R32 Expenses by Nature HTML 126K
50: R33 Finance Result HTML 93K
51: R34 Taxation HTML 173K
52: R35 Other Commitments with Third Parties and Other HTML 124K
Contingent Liabilities
53: R36 Financial Instruments HTML 869K
54: R37 Balances and Transactions with Related Parties HTML 245K
55: R38 Subsequent events HTML 98K
56: R39 Appendix I HTML 1.44M
57: R40 Appendix II HTML 594K
58: R41 Appendix III HTML 185K
59: R42 Appendix IV HTML 192K
60: R43 Appendix V HTML 240K
61: R44 Significant Accounting Policies (Policies) HTML 215K
62: R45 Basis of Presentation (Tables) HTML 138K
63: R46 Business Combinations and Divestments (Tables) HTML 401K
64: R47 Significant Accounting Policies (Tables) HTML 76K
65: R48 Segment Reporting (Tables) HTML 80K
66: R49 Goodwill (Tables) HTML 356K
67: R50 Other Intangible Assets (Tables) HTML 123K
68: R51 Leases (Tables) HTML 132K
69: R52 Equity-Accounted Investees (Tables) HTML 388K
70: R53 Financial Assets (Tables) HTML 131K
71: R54 Inventories (Tables) HTML 85K
72: R55 Contract assets (Tables) HTML 67K
73: R56 Trade and Other Receivables (Tables) HTML 85K
74: R57 Cash and Cash Equivalents (Tables) HTML 68K
75: R58 Equity (Tables) HTML 111K
76: R59 Earnings Per Share (Tables) HTML 105K
77: R60 Non-Controlling Interests (Tables) HTML 398K
78: R61 Provisions (Tables) HTML 270K
79: R62 Financial Liabilities (Tables) HTML 537K
80: R63 Trade and Other Payables (Tables) HTML 73K
81: R64 Other Current Liabilities (Tables) HTML 70K
82: R65 Net Revenues (Tables) HTML 222K
83: R66 Personnel Expenses (Tables) HTML 87K
84: R67 Expenses by Nature (Tables) HTML 128K
85: R68 Finance Result (Tables) HTML 91K
86: R69 Taxation (Tables) HTML 160K
87: R70 Other Commitments with Third Parties and Other HTML 95K
Contingent Liabilities (Tables)
88: R71 Financial Instruments (Tables) HTML 852K
89: R72 Balances and Transactions with Related Parties HTML 237K
(Tables)
90: R73 Subsequent events (Tables) HTML 91K
91: R74 Appendix I (Tables) HTML 1.43M
92: R75 Appendix II (Tables) HTML 594K
93: R76 Appendix III (Tables) HTML 182K
94: R77 Appendix IV (Tables) HTML 188K
95: R78 Appendix V (Tables) HTML 238K
96: R79 Nature, Principal Activities and Subsidiaries HTML 68K
(Details)
97: R80 Basis of Presentation (Details) HTML 202K
98: R81 Business Combinations and Divestments - Cost, FV HTML 468K
of Assets, Goodwill and Other (Details)
99: R82 Business Combinations and Divestments - Amounts HTML 239K
Determined at Acquisition (Details)
100: R83 Significant Accounting Policies - Intangible HTML 72K
assets (Details)
101: R84 Significant Accounting Policies - Property, plant HTML 71K
and equipment (Details)
102: R85 Significant Accounting Policies - Revenue HTML 65K
recognition (Details)
103: R86 Segment Reporting - Additional Information HTML 65K
(Details)
104: R87 Segment Reporting - Net Sales by Groups of HTML 75K
Products (Details)
105: R88 Segment Reporting - Main Customer (Details) HTML 70K
106: R89 Goodwill - Details of and movement in goodwill HTML 136K
(Details)
107: R90 Goodwill - Impairment testing (Details) HTML 104K
108: R91 Goodwill - Schedule of reasonable possible changes HTML 79K
(Details)
109: R92 Other Intangible Assets - Currently marketed HTML 120K
products acquired from Talecris and Progenika
(Details)
110: R93 Other Intangible Assets - Others (Details) HTML 79K
111: R94 Leases - Details of leases in the consolidated HTML 77K
balance sheet (Details)
112: R95 Leases - Schedule of undiscounted future payments HTML 74K
classified on a maturity basis (Details)
113: R96 Leases - Maturity of lease liabilities detail HTML 60K
(Details)
114: R97 Leases - Amounts recognized in the consolidated HTML 82K
statement of profit and loss (Details)
115: R98 Property, Plant and Equipment - Activity (Details) HTML 62K
116: R99 Property, Plant and Equipment - Self Constructed HTML 63K
PP&E and Commitments (Details)
117: R100 Property, Plant and Equipment - Purchase HTML 60K
Commitments (Details)
118: R101 Property, Plant and Equipment -Fixed assets under HTML 63K
construction (Details)
119: R102 Property, Plant and Equipment - Impairment Testing HTML 61K
(Details)
120: R103 Property, Plant and Equipment - Transfers HTML 60K
(Details)
121: R104 Equity-Accounted Investees - Ownership and HTML 96K
carrying amount (Details)
122: R105 Equity-Accounted Investees - Movement in the HTML 119K
investments in equity-accounted investees
(Details)
123: R106 Equity-Accounted Investees - Grifols Egypt for HTML 138K
Plasma Derivatives (S.A.E.) and Shanghai RAAS
Blood Products Co. Ltd (Details)
124: R107 Equity-Accounted Investees - Access Biologicals HTML 75K
LLC (Details)
125: R108 Equity-Accounted Investees - BioDarou P.J.S. Co. HTML 68K
(Details)
126: R109 Equity-Accounted Investees - Albajuna HTML 80K
Therapeutics, S.L. (Details)
127: R110 Equity-Accounted Investees - Medcom Advance,S.A. HTML 64K
(Details)
128: R111 Equity-Accounted Investees - Mecwins, S.A. HTML 66K
(Details)
129: R112 Equity-Accounted Investees - GigaGen Inc (Details) HTML 78K
130: R113 Equity-Accounted Investees - Most recent financial HTML 102K
statements available of the main equity-accounted
investments of Grifols (Details)
131: R114 Equity-Accounted Investees - Joint Arrangement HTML 97K
(Details)
132: R115 Equity-Accounted Investees - Estimated payments on HTML 77K
plasma centers (Details)
133: R116 Equity-Accounted Investees - Breakdown of balances HTML 100K
in joint arrangement (Details)
134: R117 Financial Assets - Non current financial assets HTML 76K
(Details)
135: R118 Financial Assets - Other current financial assets HTML 69K
(Details)
136: R119 Financial Assets - Other non-current and current HTML 73K
financial assets (Details)
137: R120 Financial Assets - Non-current and current loans HTML 63K
(Details)
138: R121 Non-current assets held for sale (Details) HTML 101K
139: R122 Inventories (Details) HTML 74K
140: R123 Inventories - Movement in inventory provisions HTML 70K
(Details)
141: R124 Contract assets (Details) HTML 74K
142: R125 Trade and Other Receivables - Summary (Details) HTML 84K
143: R126 Trade and Other Receivables - Other Receivables HTML 82K
(Details)
144: R127 Cash and Cash Equivalents (Details) HTML 65K
145: R128 Equity - Share Capital - General Information HTML 68K
(Details)
146: R129 Equity - Share Capital - Class B Shares (Details) HTML 66K
147: R130 Equity - Share Capital - Movement in Outstanding HTML 67K
Shares (Details)
148: R131 Equity - Reserves - Legal Reserve (Details) HTML 73K
149: R132 Equity - Reserves - Unavailable Reserve (Details) HTML 62K
150: R133 Equity - Treasury Stock - Tabular Disclosure - HTML 72K
Shares (Details)
151: R134 Equity - Treasury Stock - Tabular Disclosure - HTML 74K
Value (Details)
152: R135 Equity - Treasury Stock - Additional Information HTML 71K
(Details)
153: R136 Equity - Distribution of Profit - Proposed HTML 61K
Distribution of Profit (Details)
154: R137 Equity - Distribution of Profit - Dividends Paid HTML 60K
(Details)
155: R138 Equity - Restricted Share Unit Retention Plan HTML 60K
(Details)
156: R139 Earnings Per Share - Calculation of basic earnings HTML 65K
per share (Details)
157: R140 Earnings Per Share - Weighted average number of HTML 64K
ordinary shares outstanding basic (Details)
158: R141 Earnings Per Share - Calculation of diluted HTML 66K
earnings per share (Details)
159: R142 Earnings Per Share - Weighted average number of HTML 67K
ordinary shares outstanding diluted (Details)
160: R143 Non-Controlling Interests - Movement (Details) HTML 134K
161: R144 Non-Controlling Interests - Summary of Financial HTML 139K
Information (Details)
162: R145 Non-Controlling Interests - Cash flows (Details) HTML 86K
163: R146 Non-Controlling Interests - Additional Information HTML 113K
(Details)
164: R147 Provisions - Summary (Details) HTML 71K
165: R148 Provisions - Movement in non-current and current HTML 69K
provisions (Details)
166: R149 Provisions - Net defined benefit liability of the HTML 70K
Biotest Group (Details)
167: R150 Provisions - Components of the costs for the HTML 93K
defined benefit plans (Details)
168: R151 Provisions - Reconciliation of the net present HTML 89K
value of the defined benefit obligation (Details)
169: R152 Provisions - Reconciliation of the fair value of HTML 83K
plan assets (Details)
170: R153 Provisions - Payments expected to be made in HTML 72K
subsequent years based on the current pension
obligations of the Biotest group (Details)
171: R154 Provisions - Plan assets of the group invested in HTML 71K
asset classes (Details)
172: R155 Provisions - Actuarial assumptions used in pension HTML 68K
plans calculation (Details)
173: R156 Provisions - Sensitivity analysis of actuarial HTML 79K
assumptions used in pension plans calculation
(Details)
174: R157 Provisions - Breakdown for expense for defined HTML 64K
contribution plans (Details)
175: R158 Financial Liabilities - Summary (Details) HTML 91K
176: R159 Financial Liabilities - Other (Details) HTML 91K
177: R160 Financial Liabilities - Movement in Senior Notes HTML 81K
(Details)
178: R161 Financial Liabilities - Promissory Notes (Details) HTML 72K
179: R162 Financial Liabilities - Loans and Borrowings HTML 159K
(Details)
180: R163 Financial Liabilities - Other current loans HTML 73K
(Details)
181: R164 Financial Liabilities - Senior Debt (Details) HTML 110K
182: R165 Financial Liabilities - Revolving credit facility HTML 77K
and other (Details)
183: R166 Financial Liabilities - Other Financial HTML 122K
Liabilities (Details)
184: R167 Financial Liabilities - Changes in liabilities HTML 99K
derived from financing activities (Details)
185: R168 Trade and Other Payables (Details) HTML 74K
186: R169 Other Current Liabilities (Details) HTML 69K
187: R170 Net Revenues - Distribution by Segment (Details) HTML 77K
188: R171 Net Revenues - Geographical Distribution (Details) HTML 72K
189: R172 Net Revenues - Discounts and Other Reductions HTML 74K
(Details)
190: R173 Net Revenues - Movement in Discounts and Other HTML 125K
Reductions (Details)
191: R174 Personnel Expenses (Details) HTML 87K
192: R175 Expenses by Nature - Amortization and Depreciation HTML 74K
(Details)
193: R176 Expenses by Nature - Other Operating Income and HTML 68K
Expenses (Details)
194: R177 Expenses by Nature - Other Operating Income and HTML 90K
Expenses, Components (Details)
195: R178 Finance Result (Details) HTML 92K
196: R179 Taxation - Reconciliation of accounting and HTML 87K
taxable income (Details)
197: R180 Taxation - Income tax expense - Total income tax HTML 67K
expense (Details)
198: R181 Taxation - Deferred tax assets and liabilities HTML 105K
(Details)
199: R182 Taxation - Movement in deferred tax assets and HTML 68K
liabilities (Details)
200: R183 Taxation - Deferred tax assets and liabilities, HTML 90K
others (Details)
201: R184 Other Commitments with Third Parties and Other HTML 147K
Contingent Liabilities (Details)
202: R185 Other Commitments with Third Parties and Other HTML 182K
Contingent Liabilities - Share-based payment plan
(Details)
203: R186 Other Commitments with Third Parties and Other HTML 72K
Contingent Liabilities - Purchase commitments
(Details)
204: R187 Financial Instruments - Classification by nature, HTML 163K
category and fair value (Details)
205: R188 Financial Instruments - Maximum level of exposure HTML 88K
to credit risk (Details)
206: R189 Financial Instruments - Credit Risk - Trade HTML 102K
receivables net of the bad debt provision by
ageing (Details)
207: R190 Financial Instruments - Trade Receivables - HTML 76K
Movement in the bad debt provision (Details)
208: R191 Financial Instruments - Liquidity risk (Details) HTML 67K
209: R192 Financial Instruments - Contractual Maturity Dates HTML 115K
of Financial Liabilities (Details)
210: R193 Financial Instruments - Currency Risk (Details) HTML 108K
211: R194 Financial Instruments - Interest Rate Risk HTML 78K
(Details)
212: R195 Financial Instruments - Financial derivatives HTML 138K
(Details)
213: R196 Financial Instruments - Financial derivatives - HTML 100K
Hedging derivative financial instruments (Details)
214: R197 Balances and Transactions with Related Parties HTML 162K
(Details)
215: R198 Subsequent events (Details) HTML 74K
216: R199 Subsequent events - Acquisition of 7 plasma HTML 77K
centers from ImmunoTek (Details)
217: R200 Subsequent events - Acquisition date fair value of HTML 83K
assets acquired and liabilities assumed (Details)
218: R201 Appendix I - Information on Group Companies, HTML 323K
Associates and others (Details)
219: R202 Appendix II - Operating Segments (Details) HTML 144K
220: R203 Appendix II - Reporting by Geographical Area HTML 85K
(Details)
221: R204 Appendix III - Changes in Other Intangible Assets HTML 128K
(Details)
222: R205 Appendix IV - Movement in Rights of Use (Details) HTML 121K
223: R206 Appendix V - Movement in Property, Plant and HTML 114K
Equipment (Details)
225: XML IDEA XML File -- Filing Summary XML 436K
228: XML XBRL Instance -- grfs-20231231x20f_htm XML 20.88M
224: EXCEL IDEA Workbook of Financial Report Info XLSX 644K
14: EX-101.CAL XBRL Calculations -- grfs-20231231_cal XML 506K
15: EX-101.DEF XBRL Definitions -- grfs-20231231_def XML 2.66M
16: EX-101.LAB XBRL Labels -- grfs-20231231_lab XML 4.48M
17: EX-101.PRE XBRL Presentations -- grfs-20231231_pre XML 3.77M
13: EX-101.SCH XBRL Schema -- grfs-20231231 XSD 888K
226: JSON XBRL Instance as JSON Data -- MetaLinks 995± 1.61M
227: ZIP XBRL Zipped Folder -- 0001104659-24-049471-xbrl Zip 2.31M
Exhibit 97.1
CLAWBACK POLICY FOR THE
RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION
FOR THE SENIOR MANAGEMENT OF
GRIFOLS, S.A. (THE “COMPANY” OR “GRIFOLS”)
1.INTRODUCTION AND LEGAL FRAMEWORK
The Company’s Appointments and Remuneration Committee (the “Committee”) thoroughly reviewed the Company’s current remuneration policies and the remuneration system applied in the Company as a whole. Following this review and analysis, the Committee concluded and proposed to the Company’s Board of Directors that it was necessary to adopt and approve this clawback policy to appropriately describe the circumstances under which Executive Officers (as defined below) of the Company and any of its direct or indirect subsidiaries will be required to repay or return erroneously awarded incentive-based compensation to the Company.
This policy (the “Policy”) and any terms used in this Policy shall be construed in accordance with any applicable laws, including but not limited to, the clawback-related listing standards adopted by the Nasdaq Stock Market (the “Rules”).
2.DEFINITIONS
For purposes of this Policy, the following capitalized terms shall have the meanings set forth below.
2.1“Accounting Restatement” means a restatement of the Company’s financial statements due to the Company’s material noncompliance with any financial reporting requirement under applicable securities laws that is required in order to correct (1) an error in previously issued financial statements that is material to the previously issued financial statements, or (2) an error that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. For the avoidance of doubt, any restatement of the Company’s financial statements due to a change in the applicable accounting or financial reporting standards shall not be considered as an Accounting Restatement under this Policy.
2.2“Covered Compensation” means, in connection with any Accounting Restatement, all Incentive- based Compensation Received by an Executive Officer (regardless of whether such Executive Officer was serving at the time that Erroneously Awarded Compensation is required to be repaid) (1) on or following the Rules Effective Date, (2) after beginning service as an Executive Officer, (3) while the Company has a class of securities listed on a national securities exchange or a national securities association, and (4) during the three completed fiscal years of the Company immediately preceding the Restatement Date (as defined below).
2.3“Erroneously Awarded Compensation” has the meaning ascribed to it in section 3.1 of this Policy.
2.4“Executive Officer” shall mean (1) the Company’s president, principal financial officer, principal accounting officer, any vice-president in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, (2) or any other person (including an officer of the Company’s parent(s) or subsidiaries) who performs similar policy-making functions for the Company, or (3) an “Executive Director” within the meaning set forth in the Spanish Companies Act (Ley de Sociedades de Capital) approved by Spanish Royal Decree Legislative 1/2010, of July 2, 2010, as amended from time to time. For the sake of clarity, at a minimum, all persons who would be executive officers pursuant to Rule 16a-1(f)
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under the U.S. Securities Exchange Act of 1934, as amended from time to time, shall be deemed “Executive Officers.”
2.5“Financial Reporting Measures” means measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and all other measures that are derived wholly or in part from such measures. Stock price and total shareholder return (and any measures that are derived wholly or in part from stock price or total shareholder return) shall, for purposes of this Policy, be considered Financial Reporting Measures. For the avoidance of doubt, a Financial Reporting Measure need not be presented in the Company’s financial statements or included in a filing with the SEC or the Spanish National Securities Market Commission (the “CNMV”).
2.6“Incentive-based Compensation” means any compensation (including, for the avoidance of doubt, any cash or equity or equity-based compensation) that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure.
2.7“Nasdaq” means The Nasdaq Stock Market.
2.8“Received” means any Incentive-based Compensation actually received or deemed to be received by an Executive Officer. Incentive-based Compensation shall be deemed be received in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-based Compensation award is attained, even if the payment or grant of the Incentive-based Compensation to the Executive Officer occurs after the end of that period. For example, if an amount is deemed received in 2024, but actually received in 2025, such amount shall be treated as Received under this definition only in 2024.
2.9“Restatement Date” means the earlier to occur of (1) the date the Company’s Board of Directors concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement, or (2) the date a court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement.
2.10“Rules Effective Date” means October 2, 2023, the date on which the Rules become effective.
2.11“SEC” means the U.S. Securities and Exchange Commission.
3.DETERMINATION AND CALCULATION OF ERRONEOUSLY AWARDED COMPENSATION
3.1In the event of an Accounting Restatement, the Committee shall promptly determine if the amount of any Covered Compensation received by an Executive Officer (the “Awarded Compensation”) exceeds the amount of such Covered Compensation that would have otherwise been received by such Executive Officer if calculated based on the Accounting Restatement (the “Adjusted Compensation”). Any excess of the Awarded Compensation over the Adjusted Compensation, computed without regard to any taxes paid (such excess amount, the “Erroneously Awarded Compensation”), shall be recovered by the Company pursuant to section 4 of this Policy.
3.2For Incentive-based Compensation based on (or derived from) the Company’s stock price or total shareholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in the applicable Accounting Restatement: (1) the amount to be repaid or returned shall be determined by the Committee based on a reasonable estimate of the effect of the Accounting Restatement on the Company’s stock price or total
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shareholder return upon which the Incentive-based Compensation was Received; and (2) the Company shall maintain documentation of the determination of such reasonable estimate and provide the relevant documentation, as required, to Nasdaq and/or the CNMV.
4.RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION
4.1Once the Committee has determined the amount of Erroneously Awarded Compensation recoverable from the applicable Executive Officer, the Company shall take all necessary actions to recover the Erroneously Awarded Compensation. Unless otherwise determined by the Committee and the Board, the Committee and the Company’s Board of Directors shall pursue the recovery of Erroneously Awarded Compensation in accordance with the below:
(i) | Following the determination in section 3 of this Policy, the Company shall promptly provide a written notice to each Executive Officer in connection with such Accounting Restatement informing the amount of the Erroneously Awarded Compensation and demanding its repayment or return, as applicable. |
(ii) | To the extent that an Executive Officer has already reimbursed the Company for any Erroneously Awarded Compensation Received under any duplicative recovery obligations established by the Company or applicable law, any such reimbursed amount shall be credited to the amount of Erroneously Awarded Compensation that is subject to recovery under this Policy. |
(iii) | To the extent that an Executive Officer fails to repay all Erroneously Awarded Compensation to the Company when due, the Company shall take all actions reasonable and appropriate to recover such Erroneously Awarded Compensation from the applicable Executive Officer. The applicable Executive Officer shall be required to reimburse the Company for any and all expenses reasonably incurred (including legal fees) by the Company in recovering such Erroneously Awarded Compensation in accordance with the immediately preceding sentence. |
(iv) | For the avoidance of doubt, the Company’s obligation to recover Erroneously Awarded Compensation is not dependent on (1) if or when the restated financial statements are filed; or (2) any fault of the Executive Officer for the accounting errors or other actions leading to an Accounting Restatement. |
(v) | The Committee shall determine, in its discretion, the manner and timing in which any Erroneously Awarded Compensation shall be recovered from an Executive Officer in accordance with applicable law and the Rules, including, without limitation, by (1) requiring reimbursement of Covered Compensation previously paid in cash; (2) seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity or equity-based awards; (3) offsetting the Erroneously Awarded Compensation amount from any compensation otherwise owed by the Company or any of its affiliates to the Executive Officer; (4) cancelling outstanding vested or unvested equity or equity-based awards; and/or (5) taking any other remedial and recovery action permitted by applicable law. For the avoidance of doubt, except as set forth in section 4.2 of this Policy, in no event may the Company accept an amount that is less than the amount of Erroneously Awarded Compensation. |
4.2Notwithstanding anything herein to the contrary, the Company shall not be required to take the actions contemplated by section 4.1 above if the Committee determines that recovery would be impracticable and any of the following conditions are met:
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(i) | The Committee has determined that the direct expenses paid to a third party to assist in enforcing the Policy would exceed the amount to be recovered. Before making this determination, the Company shall make a reasonable attempt to recover the Erroneously Awarded Compensation, document such attempt and provide such documentation to Nasdaq and the CNMV, as required; or |
(ii) | Recovery would violate the laws of the Kingdom of Spain where any such law was adopted prior to the Rules Effective Date, provided that, before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on a violation of Spanish laws, the Company shall have obtained a legal opinion of external counsel stating that recovery would result in such a violation and a copy of such opinion shall have been provided to Nasdaq and/or the CNMV, as applicable. |
5.MANDATORY DISCLOSURES
The Company shall file this Policy with the SEC and, in the event of an Accounting Restatement, shall disclose information related to such Accounting Restatement in accordance with applicable laws.
6.PROHIBITION OF INDEMNIFICATION
The Company shall not be permitted to insure or indemnify any Executive Officer against (1) the loss of any Erroneously Awarded Compensation that is repaid, returned or recovered pursuant to the terms of this Policy, or (2) any claims relating to the Company’s enforcement of its rights under this Policy. While Executive Officers subject to this Policy may purchase insurance to cover their potential recovery obligations, the Company shall not be permitted to pay or reimburse the Executive Officer for premiums for such an insurance policy. Further, the Company shall not enter into any agreement that exempts any Incentive-based Compensation that is granted, paid or awarded to an Executive Officer from the application of this Policy or that waives the Company’s right to recovery of any Erroneously Awarded Compensation, and this Policy shall supersede any such agreement (whether entered into before, on or after the effective date of this Policy).
7.ADMINISTRATION AND INTERPRETATION
The Company’s Board of Directors entrusts the monitoring, compliance and management of this Policy to the Committee, and any determinations made by the Committee shall be final and binding on all affected individuals.
The Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy and for the Company’s compliance with Nasdaq, the SEC, the CNMV) and any applicable law, regulation, rule or interpretation of such authorities.
8.AMENDMENT; TERMINATION
The Company’s Board of Directors, following the proposal of the Committee, may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary. Notwithstanding anything in this Section 8 to the contrary, no amendment or termination of this Policy shall be effective if such amendment or termination would (after taking into account any actions taken by the Company contemporaneously with such amendment or termination) cause the Company to violate any applicable securities laws and regulations.
9.OTHER RECOVERY RIGHTS
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9.1This Policy shall be binding and enforceable against all Executive Officers and, to the extent required by applicable laws or regulations, their beneficiaries, heirs, executors, administrators, or other legal representatives. The Committee intends that this Policy will be applied to the fullest extent required by applicable law. Any employment agreement, equity award agreement, compensatory plan or any other agreement or arrangement with an Executive Officer shall be deemed to include, as a condition to the grant of any benefit thereunder, an agreement by the Executive Officer to abide by the terms of this Policy. Any right of recovery under this Policy is in addition to, and not in lieu of, any other remedies or rights of recovery that may be available to the Company under applicable law, regulation or rule or pursuant to the terms of any policy of the Company or any provision in any employment agreement, equity award agreement, compensatory plan, agreement or other arrangement (whether entered into before, on or after the effective date of this Policy).
9.2Any provision of this Policy, as required by the Rules, shall be deemed to comply with Grifols’ Directors Remuneration Policy, senior management stock options plan and any other internal Grifols’ rules that are in any way applicable to the compensation of Executive Officers (together, the “Internal Compensation Rules”). In the event of any inconsistency between this Policy and the Internal Compensation Rules, this Policy shall prevail to the extent it creates or expands the obligation of the Company to conduct a “Clawback” from Executive Officers.
This Policy has been approved by Grifols’ Board of Directors on 19 October 2023.
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| This ‘20-F’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 4/19/24 | None on these Dates | ||
| For Period end: | 12/31/23 | |||
| 10/2/23 | ||||
| 7/2/10 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/18/23 Grifols SA 20-F 12/31/22 217:56M Toppan Merrill/FA 4/29/22 Grifols SA 20-F 12/31/21 212:54M Toppan Merrill/FA 4/09/21 Grifols SA 20-F 12/31/20 223:53M Toppan Merrill/FA 4/06/20 Grifols SA 20-F 12/31/19 221:55M Toppan Merrill/FA 4/23/19 Grifols SA 20-F/A 12/31/18 4:20M Toppan Merrill/FA 4/06/18 Grifols SA 20-F 12/31/17 202:42M Toppan Merrill/FA 7/12/12 Deutsche Bank Tr Co Americas/… Gp F-6EF 7/12/12 4:291K Grifols SA E-Data Systems, Inc./FA 3/09/11 Deutsche Bank Tr Co Americas/… Gp F-6 3:578K Grifols SA E-Data Systems, Inc./FA 5/18/09 Grifols SA F-6 3:592K E-Data Systems, Inc./FA |