Javier Catena, new general director of El Corte Inglés in replacement of Santiago Bau

The appointment of a CEO at El Corte Inglés is an internal corporate governance process in which the key decision-making body is the Board of Directors, supported by the Appointments and Remuneration Committee and, where applicable, with the intervention of the General Shareholders' Meeting for structural or ratification aspects. The Shareholders' Meeting elects the directors, and these, within the Board, designate who assumes the executive functions of CEO. Everything is articulated in accordance with the company's bylaws and the good corporate governance practices in force in Spain. The result is a scheme in which ownership (Shareholders' Meeting), strategic supervision (Board), and executive management (CEO) are clearly differentiated.

Bodies involved and distribution of competencies

In a public limited company like El Corte Inglés, the process relies on three major decision-making levels:

1. General Shareholders' Meeting

It is the sovereign body of the company: it approves the accounts, decides on major operations, and appoints the members of the Board of Directors. According to the company's corporate information, the Meeting usually does not directly appoint the CEO but establishes the general governance framework and the composition of the Board, which then assumes the internal executive decisions (El Corte Inglés Board of Directors).

However, the Meeting can intervene indirectly when the CEO appointment is linked to statutory changes, the structure of the bodies, or high-impact decisions for shareholders that must be submitted for its approval.

2. Board of Directors

The Board is the central body in the appointment of the CEO: it is granted by the bylaws and the Capital Companies Act the power to delegate executive functions to one or more directors. El Corte Inglés' corporate press releases state that the Board itself “unanimously agrees on the appointment of CEOs,” specifying the scope of their powers and their position in the management structure (press release on CEO appointments).

Among its functions in this process are:

- Opening the vacancy or redefining the management model (one or several CEOs, general manager, etc.).
- Analyzing proposals coming from the specialized committee.
- Adopting the formal appointment agreement, setting the delegated powers, the supervision framework, and the CEO's reporting relationship to the Board itself.

3. Appointments and Remuneration Committee

The Board may rely on an Appointments and Remuneration Committee (or equivalent) that acts as a technical and preparatory body. According to good governance practices, this committee:

- Reviews the professional profile and suitability of the candidate, their experience, management capacity, and fit with the company's strategy.
- Evaluates the consistency of the appointment with the criteria of independence, professionalism, and diversity recommended by the Good Governance Code.
- Prepares a proposal or report submitted to the Board, including remuneration and contractual aspects.

In large Spanish companies, this committee is a key piece to ensure that the process is not reduced to a purely discretionary decision but has technical and criteria-based support.

Typical stages of the appointment process

Based on this distribution of competencies, the CEO appointment process at El Corte Inglés can be qualitatively described in several phases:

1. Detection of the need and opening of the process

A vacancy occurs (termination, resignation, reorganization) or a strategic decision to redefine the management model. The Board of Directors takes note and commissions the Appointments and Remuneration Committee to prepare the process.

2. Profile analysis and technical proposal

The committee identifies internal or external candidates, reviews resumes, track records, and alignment with the group's strategic plan, and prepares a suitability report. This document includes the reasons for the recommendation and the basic conditions (functions, dedication, remuneration framework).

3. Deliberation and Board agreement

With the committee's report, the Board debates the proposal, may interview the candidate, and finally submits the appointment to a vote. The agreement defines whether the CEO will have general delegation of powers or limited to certain areas, their relationship with the chairmanship and, if applicable, with other CEOs.

4. Possible intervention of the Shareholders' Meeting

If the appointment involves statutory modifications, changes in the Board's structure, or decisions reserved by the bylaws, these must be submitted to the Meeting. In practice, the Meeting acts more as the ultimate guarantor of the governance framework than as a body that enters into the details of the specific appointment.

5. Formalization and assumption of office

Once the agreement is adopted, the appointment is formalized in a public deed and registered. From that moment, the CEO assumes the group's executive management, reports periodically to the Board, and acts under the principles of transparency, control, and balance of powers that inspire El Corte Inglés' corporate governance.

In large Spanish companies, the law designs a basic scheme in which the board of directors holds the management and representation of the company, and within it, the chairman and, where applicable, the CEO can be distinguished. Commercial legislation (mainly the Capital Companies Act) regulates their essential functions but leaves wide room for the bylaws and the board's regulations, which explains some practical diversity. In Spanish corporate practice, the chairman is more associated with leadership functions of the collegiate body and institutional representation, while the CEO concentrates on the ordinary executive management of the business. It is increasingly common to separate both roles, although there are still cases of executive chairman.

General framework: the board of directors

In large Spanish listed companies, the governing body is almost always a board of directors. The Capital Companies Act assigns the board:

a) The management and representation of the company, generally.
b) The setting of strategy, objectives, and general policies (financial, risk, CSR, remuneration, etc.).
c) The supervision of senior management and control of risks, regulatory compliance, and financial statements.
d) Decision on structural operations and non-delegable matters (approval of accounts, calling meetings, capital increases and reductions in certain cases, etc.).

The chairman and the CEO are, therefore, internal figures of the board that share functions within this general framework, without the chairman being a separate “body” nor a legal hierarchy chairman-CEO existing: the hierarchy comes from the delegations agreed by the board itself.

Competencies and functions of the chairman

The Capital Companies Act requires the existence of a chairman of the board, elected by the directors themselves. Their minimum legal functions are:

a) Convene the board of directors, set the agenda, and preside over meetings.
b) Direct debates, order interventions, and decide on internal procedural matters.
c) Exercise a casting vote only if provided by the bylaws or board regulations.
d) Sign minutes or certifications jointly with the secretary when required.

In the practice of large companies, these competencies are usually expanded:

1. Institutional representation and external relations. The chairman is usually the “face” of the company before public administrations, major clients, media, or business forums. In companies with political or regulatory relevance, their role as interlocutor with the Government and parties is especially notable, connecting with the dimension of “corporate governance and institutional relations” in the Spanish context.

2. Leadership of corporate governance. They usually drive the board's strategic agenda, the evaluation of the body itself, the dialogue with the CEO and senior management, as well as the functioning of committees (audit, appointments and remuneration, sustainability, etc.).

3. Role in special situations. In corporate crises, relevant corporate operations (mergers, takeovers, control changes), or shareholder conflicts, the chairman usually performs a coordination function of the board and negotiation with investors and other stakeholders.

In many large listed companies, in line with CNMV's good governance recommendations, it is encouraged that the chairman be non-executive (and, if possible, independent), separating their functions from the executive ones of the CEO to balance power and strengthen supervision.

Competencies and functions of the CEO

The CEO is a director to whom the board delegates executive powers through a formal delegation agreement and, usually, a senior management contract. From a legal perspective:

a) They can assume all the board's powers except those legally non-delegable (approval of accounts, formulation of certain structural decisions, calling meetings, etc.).
b) They are liable to the company like any other director, despite their executive status, subject to duties of diligence and loyalty.

In Spanish corporate practice, the CEO is the group's highest executive officer. Their typical functions are:

1. Daily operational and strategic management. They develop and execute the strategy approved by the board, set operational objectives, coordinate the different business units, and make executive decisions in commercial, industrial, ordinary investment, or internal organization matters.

2. Organization of senior management. They propose appointments and dismissals of key executives, design the organizational structure, allocate functions among areas, and supervise their performance, according to the remuneration and appointment policies set by the board.

3. Economic-financial management within the board's mandates. They prepare and execute budgets, business plans, and investment or divestment decisions within approved limits; maintain ordinary dialogue with banks, investors, and analysts, regularly informing the board.

4. Regulatory compliance and risk management in day-to-day operations. Although the board retains ultimate responsibility, the CEO articulates internal control, compliance, and risk management systems, especially relevant in regulated sectors (energy, telecommunications, financial), which are very present in the Spanish economy.

Relationship and balance between chairman and CEO

In large Spanish companies, three main models are observed:

a) Separation of roles: non-executive chairman / executive CEO. This is the model promoted by good governance recommendations: the chairman leads the board and its supervisory function; the CEO leads management. It favors mutual control and accountability.

b) Executive chairman with CEO powers. More concentrated, still frequent in groups with a strong controlling shareholder or in large family businesses. It can generate tensions with independence and control requirements, so it is usually reinforced with independent directors and strong committees.

c) Intermediate models. Chairman with certain limited executive functions and a CEO with a defined scope, regulated in detail in the board's regulations and senior management contracts.

In all cases, the key point marked by legislation and good governance in Spain is that: the board is the center of collegiate power; the chairman organizes and represents that power; and the CEO executes it daily, under the effective supervision of the board itself.

Javier Catena's most relevant background before assuming the position of CEO of El Corte Inglés is marked by a highly specialized profile in real estate and operations management. He comes from the Testa group (Testa Inmobiliaria/Testa Residencial), linked to Blackstone's residential rental business, where he served as a key executive in operations. In March 2019, he joined El Corte Inglés to lead its new real estate subsidiary, El Corte Inglés Real Estate, and was later promoted to Operations Director, assuming overall responsibility for the real estate area, logistics, and supply chain. Available sources highlight his role in transforming the group's real estate assets but do not provide clear and verifiable data on his specific academic background.

Previous stage: experience in the real estate sector (Testa)

Before joining El Corte Inglés, Javier Catena's career developed in the real estate sector, especially in the residential rental business. Various economic press reports place him as an executive of Testa Inmobiliaria/Testa Residencial Socimi, the large rental housing platform linked to Blackstone in Spain. In these companies, he held operations management roles, being described as a professional with extensive real estate experience and over 20 years in the sector, focused on managing and exploiting residential asset portfolios.

These responsibilities at Testa included asset management, coordination of operational teams, and optimization of the residential portfolio's profitability, in a context of strong professionalization of rental in Spain. This background is what, according to economic chronicles, gives him a profile very oriented to asset management and transformation, something that would be key in his later incorporation into El Corte Inglés (Bolsamanía, Economía Digital).

Joining El Corte Inglés (2019): creation of the real estate subsidiary

In March 2019, Javier Catena joined El Corte Inglés to lead a strategic project: the launch of El Corte Inglés Real Estate, the group's new real estate subsidiary. According to sector press, his appointment as the first executive of this company aimed to professionalize and maximize the value of the group's extensive property portfolio (Bolsamanía).

From this position, Catena assumed responsibility for defining the group's asset strategy, driving operations to enhance the value of iconic stores and buildings, as well as exploring urban regeneration projects linked to El Corte Inglés assets. Various reports identify him as a key player in the company's real estate portfolio review phase, with a focus on space rationalization and seeking alternative uses for emblematic properties (Modaes).

Promotion to Operations Director: real estate, logistics, and supply

Subsequently, Javier Catena was promoted to Operations Director of the group. In this phase, his scope of responsibility expanded significantly: he took under his command the real estate area, logistics, and supply chain of El Corte Inglés. Sector sources highlight that from this position he became one of the company's most influential executives, concentrating the management of physical assets (stores and property) and the logistics architecture that supports the distribution business (Cadena de Suministro, C de Comunicación).

From this Operations management, his role focused on optimizing the logistics network, strengthening the supply chain in a context of e-commerce growth, and continuing the reorganization of the real estate portfolio. Specialized press links him especially to projects transforming emblematic assets and collaboration operations with funds and real estate platforms to give new uses to strategic properties.

Recent experience and return as CEO

Various specialized media reports indicate that, after leaving the operations management, Javier Catena joined as general manager for Iberia at the investment platform Ginkgo, where he continued linked to real estate and logistics strategies, as well as urban regeneration projects. According to the Demócrata newspaper, this stage strengthens his profile as a manager of complex assets and repositioning operations, experience that El Corte Inglés considers valuable when planning his return to lead the group's strategic plan.

Before his appointment as CEO, therefore, Catena's career combines three main elements: a solid base in residential real estate management (Testa/Blackstone), leadership of El Corte Inglés' real estate subsidiary, and subsequent direction of the group's operations, logistics, and supply, plus his time at an investment platform like Ginkgo. Regarding his academic background, the consulted sources — both economic press and corporate information — do not explicitly or verifiably record his university or postgraduate degrees, so it is not possible to detail that section rigorously at this time.