Garrigues Human Capital Service

1. HUMAN CAPITAL SERVICES

2. ‘Client Choice Award’
International Law Office
Awards 2007, 2010 and 2013
‘Gold Award for
Most Trusted Legal Advisers 2012’
Iberian Lawyer
‘Best Spanish Law Firm’
International Legal Alliance
Summit & Awards' 2012
‘Client Service Law Firm
of the Year 2013’
Chambers Europe
Awards for Escellence
‘Law Firm with
the Best Reputation’
Informe Merco 2013
‘Law Firm of the Year in Spain’
International Financial Law Review
Awards 2013, 2011 y 2010
‘Client Choice Award’
International Law Office
Awards 2013, 2010 and 2007

3. Experience and prestige
We can boast more than seventy years
at the forefront of the tax and legal
services industry, playing an active role
in legal and economic life.
Independence and ethical values
Our work is governed by strict ethical
principles and an in-house code of
professional conduct that ensure the
transparency and independence of our
services.
Technical expertise
and specialization
The ongoing training of our professionals
is a strategic value. We can draw on
the services of experts in more than
30 practice areas and industry groups,
taking in everything from traditional
fields of legal practice to the latest and
newest areas of the law.
Flexibility and adaptability
Our relationships with all of our clients
are informed by trust and empathy.
The aim is to offer a bespoke service,
in keeping with the needs of each
particular engagement.
Rapid response time
and proactive approach
We offer full availability and the capability
to always be one step ahead.We are
aware that a fast turnaround time is
one of the keys to success.
Knowledge management
and technological resources
We have in place a knowledge mana-
gement system enabling us to share
necessary know-how with clients as
and when required.
Our history dates back to 1941, when brothers Joaquín and
Antonio Garrigues Díaz-Cañabate founded the law firm J&A
Garrigues,which went on to amass enormous prestige in the
second half of the 20th century. Following the merger with
Arthur Andersen, Asesores Legales y Tributarios (ALT) in
1997, the Firm took its place among Europe’s largest and
most influential practices. In 2002, in the wake of the
disappearance of the Andersen Worldwide network,
Garrigues opted to continue as an independent concern and
embarked on a new phase, marked by the business-first
approach and global vision that have made the Firm the
market leader.
Garrigues is defined by its international outlook and by the
need to be constantly at its clients’ side.We boast the most
extensive network of offices in Spain and Portugal and we
are also present in the world’s main financial centers, with
our own offices in Belgium, Brazil, China, Colombia, the U.S.,
Morocco, Poland and the U.K.
At present, our team is made up of more than 2,000 people
and offers recurring or specific advice to local businesses,
multinational groups and individuals on the whole range of
business law-related matters. For decades, our
multidisciplinary and specialist experience has been adding
value to our clients, and has enabled us to act in the most
significant and complex deals in the Iberian market.
value added
Garrigues is the Iberian
Peninsula’s leading tax and legal
services firm in terms of turnover and
professional headcount. We know the industry
inside out and provide value added to each and
every one of our clients.

4. Compensation and benefits
The design and implementation of compensation programs
for employees are a must for companies which have to, on
the one hand, offer their workforce attractive compensation
packages that reward their efforts and, on the other, address
the tax and legal aspects inherent in systems of this kind. Our
experience not only includes the start-up of deferred
compensation programs linked to share performance, but also
the design and implementation of short-term compensation
systems, flexible compensation arrangements and employee
welfare systems.
Compensation structures
Compensation is one of the principal tools for attracting talent.
For a compensation system to achieve its goals, it has to be
designed with two basic principles in mind: internal fairness,
ensuring that the compensation for different jobs is
commensurate with the contribution of each job to strategic
goals; and external competitiveness, making sure that the
compensation rates and structure are attractive compared with
those on offer by similar organizations.
Compensation systems must also reflect a careful design that
takes into account the characteristics and idiosyncrasies of the
organization and the environment in which it operates.The
services that Garrigues Human Capital can offer include the
following:
- Analyzing existing compensation models and identifying the
factors that must shape the salary model: geographical
location, size of enterprise, profitability, business, etc.
- Defining tools that enable the treatment of compensation
for employees to be managed throughout their careers
within the organization.
- Defining pay bands by occupational group, in which the
treatment of employee compensation can be developed
under the ‘broadband’ concept.
- Analyzing the degree of internal fairness between groups of
jobs, having regard to flexibility, balance and progression
within pay bands.
- Establishing the right compensation mix for each group of
jobs, bearing in mind their characteristics.
- Analyzing the repercussions of implementing the new
compensation structure for pre-existing situations, making
it possible to have bespoke treatments in its application.
- Conducting salary and compensation mix benchmarking
exercises.
Variable target-based compensation systems
A properly defined variable compensation policy can yield
important benefits for an organization.This is why the design
phase has such a major bearing on the result.
In the definition and start-up of target-based variable
compensation systems, Garrigues Human Capital Services is
tasked with the following:
- Designing the architecture for short-term variable
compensation systems, defining the system characteristics
and the rules that will govern its operation.
- Defining the targets on which collection of the variable
compensation will be based, aligning targets with the
organization’s strategic requirements.
- Building system management tools.
Flexible compensation systems
Garrigues Human Capital Services has a wealth of experience
in designing and implementing flexible compensation systems:
Garrigues Human Capital
Servicesis based mainly in the
Madrid, Barcelona and Lisbon offices
although it can also call on the services of HCS
specialists based in all of the Firm’s offices across
the Iberian Peninsula.
We can give our clients an integral view of the HR area
through a multidisciplinary team of more than 25
professionals, including lawyers, tax advisors and consultants.
Unlike traditional consulting and advisory services, our
department offers a global compensation and HR organization
service, addressing the strategic and design implications and
covering all the tax and legal aspects intrinsic to services of this
kind.
Our clients include listed and non listed companies, both large
and small, and hailing from all sectors and industries.We also
act as advisers to remuneration committees of a large number
of Spanish listed companies.
areas of expertise

5. Design and implementation of flexible compensation systems
Establishing the general framework for, and selecting the
alternatives to be included in,a flexible compensation system
is one of the keys to its success.This analysis must take into
account the needs of employees and the advantages that
would be yielded by the inclusion of each of the alternatives
in the system.
The beneficiary communication plan is critical to the success
of compensation systems of this type. We prepare all the
necessary documentation and we work alongside
organizations to make presentations and hold meetings with
the beneficiaries of the program in order to explain and
resolve any queries.
System management
When implementing a flexible compensation system, it is
standard practice to have an IT tool enabling the employee
to adequately analyze the different scenarios that may arise
when designing his or her own compensation package.
Garrigues Human Capital Services boasts a specific
methodology for compensation arrangements of this type,
based on an IT tool that enables beneficiaries to find out in
real time the tax savings and different tax planning
opportunities yielded by the implementation of a flexible
compensation system.
Stock incentives
Giving employees a stake in the company is standard practice
among large business organizations.Through this arrangement,
it is sought to establish a common goal for employees,
management and shareholders.The link between employees
and shareholders can add significant value to the company and
give employees an attractive, long-term loyalty-building
instrument.
Garrigues Human Capital Services has helped to design and
implement stock incentive plans at numerous Spanish
companies (both listed and unlisted). In fact, over half of the
companies making up the Spanish IBEX 35 have engaged us to
design,implement,and analyze the tax and legal implications of,
their stock incentive plans.
The main services provided by Garrigues Human Capital
Services in this area are:
- Analyzing the different alternatives for implementing the
system that best meets the objectives pursued by the
company.
- Designing the plan.
- Analyzing the tax and legal implications.
- Preparing the documentation on the start-up of the plan.
- Preparing the plan for communication to beneficiaries of
the stock incentive program.
- Checking the international implications of the start-up of
stock incentive plans: tax and legal implications.

6. Medium-term cash incentive programs
Medium-term incentive programs are an essential factor for
achieving any organization’s goals, serving to motivate and
reward executives and employees alike, and orienting their
management towards the long-term.
System design
The success of these programs depends on their goals being
correctly defined. Our experience enables us to help
companies choose the metrics that best match the
organization’s strategy.
The cost of implementation must also be estimated, and
evaluated in line with market practice.
Implementation
Once the medium-term incentive system has been designed,
the documentation regulating its operation must be drawn
up.Garrigues Human Capital Services provides the necessary
support to ensure that the organization has the legal
documentation it needs to correctly implement the program.
Retirement-linked compensation systems
The importance of employee welfare in compensation
packages depends on factors such as the company’s
competitive pay policy, its financial position, its eagerness to
attract or retain employees, etc. In this respect, pension plans
have become one of the key tools for bargaining and
compensation in the field of HR management.
As a multidisciplinary organization, Garrigues Human Capital
Services can call on a team of tax and legal advisers, actuaries
and consultants, whose combined input allows it to offer a
comprehensive approach to designing and implementing
pension plans.
Advice to remuneration committees
The latest corporate governance trends, primarily at listed
companies and financial institutions,have strengthened the role
played by the remuneration committees of boards of directors
in defining an organization’s compensation policy and
monitoring that the policy is observed. These trends have
revealed the importance of having professionals with training
and experience in compensation matters sit on these
committees, and of their ability to call on outside advice,
whenever necessary.
Our experience has enabled us to act for numerous
remuneration committees,advising them on the compensation
policies operated by their companies and tailoring those
policies to each organization’s business strategy.
We have also advised a large number of financial institutions
on the process of adapting their compensation systems to legal
standards and requirements.
Our services in this area can be summarized as follows:
- Providing ongoing advice to remuneration committees, to
ensure their members have all the information necessary
for decision-taking.
- Assisting with the definition of the guiding principles and
essential characteristics of a company’s compensation
policy, and with putting in place procedures to ensure that
they are observed.
- Conducting benchmarking exercises on board and
executive pay.
- Assisting with and advising on the preparation of the
annual compensation reports to be published to comply
with various obligations and recommendations (annual
report, annual corporate governance report,
compensation report, annual prudential significance
report, etc.).

8. International HR management
Many Spanish companies do part of their business abroad.
As part of this internationalization process, it is common
practice for companies to assign or qualified personnel and
executives abroad, in order to ensure that the guidelines set by
the parent company are implemented.
This is not a process that is without its pitfalls for Spanish
companies. Knowledge of the laws of different jurisdictions, a
consideration of different lifestyles and standards of living, and
the establishment of clearly-defined promotion and returning
expatriate policies are all issues that need to be considered
when planning foreign assignments.
We can draw on our experience of expatriate-related issues to
offer the best advice and planning to companies and their
expatriate employees alike.
- Designing and preparing expatriation policies on matters in-
cluding compensation, and tax and legal issues.
- Preparing internal rules of procedure and manuals for
assignments.
- Tax optimization: claiming the various reliefs aimed at
inbound and outbound expatriates.
- Analyzing market trends:
• Benefits provided, tax protection arrangements, salary
terms and tax optimization.
• Non-financial conditions of the assignment/posting
package.
• Returning conditions.
Strategic HR management
Defining the strategy is key to success. The appropriate
management of human resources allows an organization’s
defined strategic goals to be pursued and achieved, aligning
personal performance and motivation with the organization’s
values and goals.
At Garrigues Human Capital Services our services include:
- Defining the HR strategic plan and organizational
management model.
- Preparing a catalog of competencies based on the business
strategy.
- Designing and implementing HR policies and management
tools (selection and recruitment,compensation,professional
development, evaluation, etc.).
- Analyzing and redesigning organizational structures.
Preparing responsibility assignment matrices in the
corporate and business areas.
- Defining performance indicators.
- Establishing incentive and recognition programs.
- HR scorecards.
Organizational change planning and management
In deals involving major organizational changes (reorganizations,
mergers and acquisitions), the right planning and management
of the organizational implications are essential to ensure the
ultimate success of the process.
Garrigues Human Capital Services can help organizations antici-
pate and deal with the multiple expectations and instances of in-
ertia that can coexist at all levels, offering an integrated approach
allowing attention to be paid to aspects including the following:
- Assessment and diagnosis of the environment at the
company.
- Management of internal communication: communication
plans.
- Workforce planning: right-sizing and competency profiling.
- Integration of teams.
- Management audits.
- Evaluation and integration of HR policies.
Work-life balance, flexibility and equality
In addition to the compensation-related aspects, companies’
strategies for attracting and retaining the finest professionals also
tend to consider policies and measures that help strike a balance
between working life and private life, and work flexibility.
Moreover, legislation requires companies to take measures to
ensure equal opportunities for men and women.
Our professional services in this area can be summarized as
follows:
- Diagnosing the extent to which an organization offers equal
opportunities for men and women.
- Developing and implementing equality plans.
- Conducting work-life balance and equality benchmarking
exercises.
- Advising and accompanying clients on and in the process for
obtaining “Family-Friendly Employer (EFR)” certification.
- Detecting needs and analyzing the functional and economic
viability of implementing flexibility and work-life balance
actions.
- Developing and implementing HR management models
based on work, organizational and compensation-related
flexibility.

9. FT - Innovative Lawyers
2011
Firm commended in the‘Corporate Strategy’category
for its‘Remuneration Best Practices in Spain’
2008 and 2009
Innovative firm in the design and implementation
of flexible compensation systems and pension plans
Contact
Salvador Espinosa de los Monteros
Partner in charge of the
Garrigues Human Capital Services department
salvador.espinosa.de.los.monteros@garrigues.com

10. Practice areas
Garrigues provides recurring or specific advisory services to local companies, multinational groups and individuals on
the whole range of business law-related matters. For decades, our multidisciplinary and specialist experience has been
adding value to our clients, and has enabled us to act in the most significant and complex deals in the Iberian market.
• Corporate Law and Commercial Contracts
• Mergers & Acquisitions
• Securities Markets
• Banking and Finance
• Insurance
• Real Estate
• Energy
•Telecommunications
• E.U. & Antitrust
•Tax
• Accounting Law
• Human Capital Services
• Labor and Employment Law
• Administrative Law
• Planning and Zoning
• Litigation and Arbitration
• Restructuring and Insolvency
• Criminal Law
• Environmental
• InformationTechnology
• Intellectual Property
• Maritime andTransportation
• Pharmaceutical and Biotechnology
• Sports & Entertainment
Industry groups
Due to the teamwork of specialists in different fields of law, we can offer our clients integral advice on any
corporate/commercial, tax, labor and employment, civil, environmental or administrative/zoning law issues that may
specifically impact a given industry or sector.
• Automotive
• Financial Institutions
• Corporate Governance and Corporate Responsibility
• Energy
• Family Business
• Pharmacy and Biotechnology
• Private Equity
• Real Estate
• Sports & Entertainment
•Technology & Outsourcing
•Telecommunications & Media
•Tourism and Hotels
•Transport & Shipping

11. A CORUÑA
Tel. +34 981 12 46 30
acoruna@garrigues.com
ALICANTE
Tel. +34 96 598 22 01
alicante@garrigues.com
BARCELONA
Tel. +34 93 253 37 00
barcelona@garrigues.com
BILBAO
Tel. +34 94 470 06 99
bilbao@garrigues.com
CÁCERES
Tel. +34 927 62 67 77
caceres@garrigues.com
GRANADA
Tel. +34 958 80 56 80
granada@garrigues.com
LAS PALMAS
DE GRAN CANARIA
Tel. +34 928 22 94 79
laspalmas@garrigues.com
LISBOA (PORTUGAL)
Tel. +351 21 382 12 00
lisboa@garrigues.com
LOGROÑO
Tel. +34 941 262 526
logrono@garrigues.com
MADRID
Tel. +34 91 514 52 00
madrid@garrigues.com
MÁLAGA
Tel. +34 95 207 55 25
malaga@garrigues.com
MURCIA
Tel. +34 968 27 47 27
murcia@garrigues.com
PORTO (PORTUGAL)
Tel. +351 22 615 88 60
porto@garrigues.com
OVIEDO
Tel. +34 98 520 86 00
oviedo@garrigues.com
PALMA DE MALLORCA
Tel. +34 971 21 34 84
mallorca@garrigues.com
PAMPLONA
Tel. +34 948 17 59 37
pamplona@garrigues.com
SAN SEBASTIÁN
Tel. +34 943 26 78 20
sansebastian@garrigues.com
SANTA CRUZ
DE TENERIFE
Tel. +34 922 20 55 67
tenerife@garrigues.com
SEVILLA
Tel. +34 95 448 93 48
sevilla@garrigues.com
TOLEDO
Tel. +34 925 22 67 27
toledo@garrigues.com
VALENCIA
Tel. +34 96 353 66 11
valencia@garrigues.com
VALLADOLID
Tel. +34 983 36 14 75
valladolid@garrigues.com
VIGO
Tel. +34 986 81 55 25
vigo@garrigues.com
VITORIA
Tel. +34 945 14 51 18
vitoria@garrigues.com
ZARAGOZA
Tel. +34 976 46 89 46
zaragoza@garrigues.com
www.taxand.com
BRUXELLES
Tel. +32 2 545 37 00
brussels@garrigues.com
BOGOTÁ
Tel. +57 1 326 69 99
bogota@garrigues.com
CASABLANCA
Tel. +212 (0) 522 77 72 40
casablanca@garrigues.com
LIMA
Tel. +51 1 712 8356
lima@garrigues.com
LONDON
Tel. +44 (0) 20 7398 5820
london@garrigues.com
MÉXICO D.F.
Tel. +52 55 2881 6713
mexico@garrigues.com
NEWYORK
Tel. +1 212 751 92 33
newyork@garrigues.com
SÃO PAULO
Tel. + 55 11 3521 7162
saopaulo@garrigues.com
SHANGHAI
Tel. +86 2 152 281 122
shanghai@garrigues.com
TANGER
Tel. +212 (0) 539 37 90 50
tanger@garrigues.com
WARSZAWA
Tel. +48 22 540 6100
warszawa@garrigues.com
Offices in
Spain and Portugal
International
offices
www.garrigues.com
Garrigues is member of:

12. Hermosilla, 3 - 28001 Madrid
Tel.+34 91 514 52 00
Fax +34 91 399 24 08
www.garrigues.comHUMAN CAPITAL SERVICES