People joining hands in a gesture of collaboration.

Decide together
it makes us different

A cooperative made by and for people

In Grupo EROSKI we are the first large consumer company in Spain with a cooperative character, where equal opportunities are an essential part of our management. Our activity is organized through a unique model of government, with a Governing Council and a General Assembly formed of 50% consumer members and 50% worker members.

This cooperative model differentiates us in the distribution sector, promoting a proactive attitude and a strong commitment that is reflected in each level of the organization.

Check our corporate organisational chart

Download

Shared leadership at 50%

Corporate Policies and Code of Conduct

Our Policies develop the principles on which the Corporate Governance System is based and contain the guidelines that govern the operation of the main social bodies, the direction and management of the Company and, in general, the performance in our company and the development of the business. This internal regulation is aligned and updated with the regulation that applies to the business operations that we develop.

Download book

The EROSKI Group’s Corporate Code of Conduct aims to synthesize the guidelines of behavior that should guide the daily work of its managers and workers, whatever their responsibility, position in the organization, type of employment contract or place where they carry out their activities

Download code of conduct

Government structure EROSKI S. Coop.

Our governance model is structured in the separation of the two main areas of decision of the EROSKI Group: the Governing Board and the Governing Board. To ensure its structure and effective management, we have a solid basis for coordination between the two bodies and their respective committees.

Local consumer councils

Delegated workers' councils

Consumer partners

Hard-working partners

Delegations to vote

Delegations to vote

Article 52.7 of the Social Statutes provides that the vote may be delegated to the General Assembly. Each attendee may hold no more than two delegated votes, in addition to their own representation. The delegation of vote must be made in autograph or by notarized act or by appearance before the Secretariat of the Cooperative or legitimizing the signing of the delegation’s letter before any competent authority or in any other reliable way. The delegation of the vote may be made only for a specific Assembly.

It shall be up to the Supervisory Board to decide on the appropriateness of the document evidencing representation. The form is submitted personally and nominally to each delegate of the General Assembly, well in advance of the Assembly.

Right of information

Article 19.5 of the Social Statutes of the Cooperative regulates the exercise of the right to information.

In this order, when the General Assembly, according to the agenda, is to deliberate and agree on the accounts of the financial year, they must be disclosed, at the registered office of the Cooperative, from the day of the publication of the convocation until the day of the celebration of the Assembly, the Balance Sheet, the Profit and Loss Account, the Explanatory Report and the proposal of distribution of surpluses and extra-cooperative destinations or imputation of losses. During this time, the members may examine the aforementioned documentation and request, in writing, the Governing Council any explanations or clarifications that it deems appropriate for them to be answered in the act of the Assembly. The request shall be submitted at least five working days before the meeting.

When any other matter of an economic nature is included on the agenda, the provisions of the previous paragraph shall apply, although it refers to the basic documentation that reflects the economic question to be discussed by the Assembly and without the report of the Audit being necessary.

The Governing Council is the governing, management and representative body of the Cooperative, subject to the Law, the Statutes and the general policy established by the General Assembly. The Governing Council has the widest powers to govern, direct and administer the interests of the Cooperative, provided that they are not reserved by law or by the Statutes to other social organs

Composition: Composition

The Eroski Governing Council, S. Coop. it is composed of twelve members elected by the General Assembly, six members belonging to the community of consuming members, and six members of the community of working members, presided over by a consuming member.

The members of the Governing Council, members and alternates are elected by secret ballot by the General Assembly for a term of four years and may be re-elected. The renewal of the organ is carried out in batches of six components.

Once all the members of the body have been appointed, they are the same ones who appoint the positions of Presidency, Vice-Presidency and Secretariat.

The administrative body is composed of the following members:

The Audit and Compliance Commission is an internal informative and consultative body created by the Governing Council, without executive functions, with powers of information, advice and proposal within its scope of action.

This Commission is responsible, among other things, for the following:

  1. In the field of External Audit, it is responsible for the hiring criteria, and proposal of appointment, cessation, re-election of the auditor, ensures its independence, assesses the result of the audit and the internal implementation of the recommendations for improvement, and serves as a channel of communication with the Governing Council.
  2. With regard to Internal Audit, it informs the Board about the proposed selection, appointment and dismissal of the person responsible, ensures its independence, objectivity and effectiveness, supervises and guides its activities, and verifies the degree of implementation of its recommendations in the organization.
  3. Regarding the supervision of the Internal Financial Information Control Systems (IFRS), it supervises its preparation and presentation process, as well as its integrity. It reviews the content of the financial information to be published, ensures that the half-yearly report is prepared according to the same criteria as the annual report, ensures the correct application of the accounting principles and ensures the proper delineation of the consolidation perimeter.
  4. In the area of Risk Management, it monitors the effectiveness of this system, analysing the significant weaknesses of the internal control system for the identification of risks, for its periodic information to the Council, and ensures that risk policies allow and ensure the identification of different types of risk, the criteria for the elaboration of the risk map and its review, as well as the acceptable levels of risk, the application of the measures envisaged to mitigate risks and the internal systems used to manage and control their risks and their impact on the accounts.
  5. With regard to the Compliance Program, it ensures its development, implementation, dissemination, operation and effectiveness in the organization, supervising and guaranteeing the operation of the complaint channel, through periodic reports to the Governing Council.

And, in addition, it informs the Council about possible conflicts of interest with third parties, directors or rectors, presents an annual report to the Council on its activities and supervises the information related to the CNMV.

Composition: Composition

The Eroski Audit and Compliance Commission, S. Coop. it is composed of the following members:

Regulation of operation

Regulation of the Audit and Compliance Committee of Eroski S. Coop. (Approved by the Governing Council on April 30, 2013.)

Download

The Appointments and Remuneration Commission is an internal informative and consultative body created by the Governing Council, without executive functions, with powers of information, advice and proposal within its scope of action.

The main functions of this Commission are:

  1. To assess the skills, knowledge and experience required by the Governing Board. To this end, it defines the functions and skills required of the candidates required to serve on the Governing Council and assesses the time and dedication required to enable them to carry out their duties effectively.
  2. Report to the Governing Council on issues of gender diversity. In particular, the Commission shall establish a representation target for the sex least represented on the Governing Board, if such a situation exists, and if so, develop guidance on how to achieve that target.
  3. Ensure that, when filling new vacancies or appointing new directors, selection procedures ensure that there is no discrimination of any kind.
  4. Inform the Governing Council and the delegates of the General Assembly about the proposals for the appointment of directors made by the partners for submission to the decision of the General Assembly of Delegates.
  5. Keep each of the categories of counselor duly updated at all times.
  6. To submit to the Governing Council the reports on the status of each councilor, once appointed as such in the General Assembly of Delegates.
  7. Inform the Governing Council about the proposals for appointment and separation of senior managers and the basic conditions of their contracts.
  8. To examine and organize the succession of the President of the Governing Council and the Chief Executive of the company and, where appropriate, to make proposals to the Governing Council for such succession to take place in an orderly and planned manner.
  9. To propose to the Governing Board the policy of remuneration of directors and senior management, executive committees or executive directors, as well as individual remuneration and other contractual conditions of the latter.
  10. Preparation of reports on proposed appointments and dismissals at key posts.
  11. Composition and evaluation of the performance of the Governing Board, its delegated work committees and other corporate bodies of Eroski S Coop.

Composition: Composition

The Appointments and Remuneration Committee of Eroski S. Coop., is composed of the following members:

Regulation of operation

Eroski Appointments and Remuneration Committee’s 2025 Activity Report

Download

Regulation of the Eroski Appointments and Remuneration Committee. Approved by the Governing Council on January 19, 2017

Download

The Board of Directors is the space where the Directorate is advised and accompanied, in addition to coordinating the work of the management team.

Composition: Composition

The Board of Directors is the space where the Directorate is advised and accompanied, in addition to coordinating the work of the management team. It is chaired by the Directorate-General and is made up of the Directorates of the different departments, together with those persons that the Directorate-General deems appropriate to incorporate at any time. It currently consists of:

A special committee, known as the Social Council, is set up to help ensure the proper management of matters relating to the working partners. It is a body composed of working partners, which understands the matters related to them by their status as workers, without prejudice to the advisory and informative functions in the other matters related to the social object of the Cooperative.

Among the tasks to be carried out by this body are the following:

  1. Chair the Preparatory Boards of the working partners by delegation of the Governing Council, confirmed in each case.
  2. To inform, advise and respond to the queries of the administrative body in all those aspects that affect the working relationship, and must issue a mandatory report on them.
  3. To know and issue a report in the first instance on the remedies of sanction to the working partners, transferring to the Governing Council its decision on the very serious faults and resolving directly those of lesser entity, unless otherwise decided by the Governing Council.

Composition: Composition

The Social Council is composed of sixteen members. In addition to the people elected, they are part of the Social Council, the Presidency of the Governing Council and the Social Directorate or Directorate that carries out the responsibilities of management of working partners, with voice and without vote.

Currently, after the General Assembly of June 2, 2025, the Social Council is composed of the following persons:

Juan Antonio Torices

Alberto Ferrer

Lorenza Sanchez

Emilia Cruz

Sonia García

Onintze Gutiérrez

María Otermin

Roberto Hernández

Begoña Suárez

Agustina Romero

Iciar Belacortu

Carmen Taboada

Mª Teresa Malumbres

Ana Isabel García

Aranzazu Landa

Iker Sustacha

The Supervisory Commission, as an organ of the Cooperative, has as its functions those expressly entrusted to it by the Law and the Statutes, all of them of a controlling nature.

Among them, the following stand out:

  1. Control and monitoring of the electoral processes in which they will take care of compliance with the legal formalities in the votes, resolve disputes in this matter and carry out the scrutiny, from which they will draw up a record, then proceed to its publication.
  2. Decide on the validity of the accreditations and representations conferred on the General Assembly.
  3. To urge the Governing Council to convene the regular General Assembly if no such convocation has taken place after six months from the end of the financial year.
  4. Request the holding of an extraordinary General Assembly.
  5. To propose matters to be included in the agenda of the General Assembly.
  6. Exercise the actions of impugnation of the General Assembly when they are contrary to the law or oppose these Statutes.
  7. To report to the General Assembly on the issues raised by the partners in relation to their competence.
  8. Other derivatives of the applicable legislation.

Composition: Composition

Likewise, its members attend as guests, with voice but without vote, the sessions of the Audit and Compliance Committee.

It is composed of the following members:

Nerea Albizuri Urigüen

Lurdes Arrizabalaga Calvár

Elixabete Fernández Caballero

In accordance with the provisions of the current cooperative legislation, the Appeals Committee is established to process and decide on appeals filed by members against decisions taken by the Governing Council and in all those appeals provided for in the Statutes and contemplated by law.

Composition: Composition

The Resource Committee will consist of five components: three working partners and two consuming partners, elected by secret ballot by the General Assembly.

The Presidency of the Governing Council attends its meeting. Likewise, the Presidency of the Social Council and the Social Directorate or Directorate that performs the responsibilities of management of work partners and/or consumer partners, depending on the type of partner affected, are convened.

The Resource Committee is composed of the following members:

Mª Teresa Marcos Rodríguez
President

Araceli Fernández Martínez
Secretary

Belén Varela Lodeiro
Vocal

Pilar Arriola Díez
Vocal

Ignacio Mesanza Olave
Vocal

The Consumerist Council is a consultative and advisory body of the Governing Council, in the aspects that refer to the consumer.

It assumes all functions proposed to it by the Governing Council in accordance with the rules established in this regard. Among them are the following:

  1. The destination and application of the Compulsory Contribution for Cooperative Education and Promotion and Other Purposes of Public Interest that corresponds to each locality according to the criteria established by the Governing Council and within the basic guidelines emanating from the Assembly.
  2. Propose the candidacies of the community of consuming members to the Governing Council of the Cooperative, according to the procedure established in the Regulations.
  3. Know and issue a report in the first instance on the remedies of sanction to the people partners of consumption, transferring to the Governing Council its decision.
  4. The advisory and informative functions entrusted to it.

Matters relating to its composition and organization are regulated by the Regulations on Internal Cooperative Arrangements.

Statutes and Remuneration

They are the set of fundamental rules that govern the structure, organization and internal functioning of the cooperative.

Social Statutes approved by the General Assembly of 2 June 2025.

Download statutes

It is an instrument to define and regulate the internal relations of the members with the cooperative in the social, labor and organizational sphere.

It is the norm that will extend the application of the statutes regarding the different sections of the Cooperative, types of members, different activities or sections, socio-labor relations, etc.

Rules of Internal Procedure adopted by the General Assembly on 2 June 2025.

Download regulations

Other information

In compliance with Spanish regulations, EROSKI regularly informs the National Securities Market Commission of any event that affects both the quotation of subordinated financial contributions and the company. The full texts of the Relevant Facts (Privileged Information and Other Relevant Information) are available on the CNMV website.

It is one of a specific, non-public nature, referring to an issuer or financial instrument that, if made public, could have an appreciable influence on the price.

All communications made to the CNMV are available on its website, in electronic format. You can consult them, directly, through the following link:

Privileged information

Categorized as other relevant information, unlike Privileged Information, does not affect the price of the quote.

All communications made to the CNMV are available on its website, in electronic format. You can consult them, directly, through the following link:

Other Relevant Information

The administrator fee is free. In accordance with Article 57.5 of the Social Statutes of the Cooperative, the members of the Governing Council will be compensated for the expenses arising from their function.

Learn about the ratings given to EROSKI in its issuance of senior secured bonds by some of the main Ratings Agencies in the market. Remember that the ratings can be reviewed, suspended or withdrawn by the rating agency at any time.

AGENCYRATINGPERSPECTIVE
FitchBB-Stable
S&PBB-Stable
Moody'sB1: B1Stable