Board of Directors

Company interests

7. "That the Board perform its functions with unity of purpose and independence of criterion, treating all shareholders alike, and be guided by the interests of the company, this being understood as maximizing in a sustained manner the economic value of the firm.

And that it also endeavour to ensure that in its relations with interest groups (stakeholders), the Company respects the laws and regulations; fulfils its obligations and contracts in good faith; respects the customs and good practices of the sectors and territories in which it performs its activity; and observes whatever additional principles of corporate responsibility it may have accepted voluntarily".

Visto bueno The Company complies.

Powers of the Board of Directors

8. "That the Board of Directors accept, as the nucleus of its mission, responsibility for approving corporate strategy and the organization necessary for putting the former into practice, as well as for supervising and endeavouring to ensure that its Management complies with the objectives established and respects the corporate purpose and interests of the company. And that to this end, the plenary session of the Board reserves the right to approve:

a) The general policies and strategies of the company, and in particular:

  • The strategic or business plan, as well as the annual management targets and budget.

  • The investment and financing policy.

  • The definition of the structure of the group of companies.

  • The corporate governance policy.

  • The corporate social responsibility policy.

  • The policy for remuneration and evaluation of the performance of senior managers.

  • The risk control and management policy, as well as the periodic monitoring of internal information and control systems.

  • The dividends policy and that relating to own shares and, in particular, their limits.

b) The following decisions:

  • At the proposal of the top executive of the company, the appointment and possible removal from office of senior managers, as well as their indemnity clause.

  • The remuneration of directors, as well as, in the case of executive directors, the additional remuneration for reasons of their executive duties and other conditions that their contracts must respect.

  • The financial information which, because of its listed nature, the company must publish periodically.

  • The investments or transactions of any kind which, because of their high value or special characteristics, are of a strategic nature, unless the Shareholders' Meeting is responsible for their approval.

  • The creation or acquisition of equity holdings in special purpose companies or companies domiciled  in countries or territories regarded as tax havens, as well as any other transactions or operations of a similar nature which, because of their complexity, might put the transparency of the group at risk.

c) The transactions that the company carries out with directors, significant shareholders or shareholders represented on the Board, or with persons related to them ("related-party transactions").

This authorization by the Board shall not, however, be understood to be necessary in the related-party transactions that simultaneously fulfil the following three conditions:

  1. That they be carried out pursuant to contracts with standard conditions that are applied ‘en masse' to a large number of customers;

  2. That they be carried out at prices or rates established generally by whomsoever acts as supplier of the commodity or service in question;

  3. That their value does not exceed 1% of the annual earnings of the company.

It is recommended that the Board approve linked-party transactions on the basis of the favourable report issued by the Audit Committee or, where appropriate, by whatever other committee has been entrusted with that function; and that, in addition to refrain from exercising or delegating their voting right, the directors affected by them leave the meeting room while the Board debates and votes on the matter.

It is recommended that the powers assigned here to the Board be assigned as non delegable, except for those mentioned under letters b) and c), which may, in cases of urgency, be adopted by the Delegate Committee and ratified subsequently by the Board in full session".

Visto bueno The Company complies.

However, in relation to the provisions of section b.i) the Board of Directors considers that the decision regarding the appointment and possible dismissal of senior managers should be, and should continue being, the responsibility of the Company's Chief Executive Officer. Despite this, the Board of Directors Regulations confer powers on the Nomination and Remuneration Committee for drawing up reports prior to the appointment and removal from office of directors who report directly to the Chief Executive Officer.

Size

9. "That the Board be of the necessary size for achieving efficient functioning with the participation of all its members, which makes it advisable for its size to be no less than five and no more than fifteen members".

Visto bueno The Company complies. 

Functional structure

10. "That the external proprietary and independent directors form a broad majority of the Board and that the number of executive directors be the minimum necessary, bearing in mind the complexity of the corporate group and the percentage of stakes held in the corporate capital by the executive directors".

Visto bueno The Company complies.

Other board members

11. "That if there is any external director who cannot be considered either proprietary or independent, the company explain such circumstance and his/her links, whether with the company or its directors, or with its shareholders".

Visto bueno The Company complies.

Ratio between proprietary and independent directors

12. "That within the external directors, the ratio between the number of proprietary and independent directors reflect the ratio existing between the corporate capital represented by the proprietary directors and the rest of the capital.

This criterion of strict proportionality may be attenuated, so that the weight of the proprietary directors is greater than that which would correspond to the total percentage of capital they represent:

  1. In companies with high capitalization in which the shareholding stakes considered by law to be significant are either very few or nil, but where there are shareholders possessing shareholding packages with a high absolute value.

  2. In the case of companies in which a plurality of shareholders are represented on the Board but who are totally unconnected with one another".

Visto bueno The Company complies.

Sufficient number of independent directors

13. "That the number of independent directors represent at least one third of the total number of Board members".

Visto bueno The Company complies.

Explanation of the nature of the directors

14. "That the nature of each director be explained by the Board of Directors to the Shareholders' Meeting which must carry out or ratify their appointment, and confirm or, where appropriate, review this each year in the Annual Corporate Governance Report, after due verification by the Nomination Committee. And that in the aforementioned Report the reasons why proprietary directors have been appointed at the request of shareholders whose shareholding stake is less than 5% of the capital also be explained; and that the reasons for having turned down, where appropriate, formal requests for presence on the Board received from shareholders whose shareholding stake is equal to or over that of others at whose request proprietary directors have been appointed, be stated.

Visto bueno The Company complies.

Gender diversity

15. "That when the number of female directors is very small or nil, the Board of Directors explain the reasons for this and the initiatives adopted for correcting such a situation; and that, in particular, the Nomination Committee endeavour to ensure that when new vacancies occur:

a) The selection procedures do not contain any implicit bias standing in the way of the selection of female directors;

b) The company deliberately seek out, and include among the potential candidates, women who embody the professional profile sought".

Visto bueno The Company complies.

There is, among its ten members, one female Director on the Board of Directors at present. On the other hand, one of the functions of the Nomination and Remuneration Committee is to endeavour to ensure that when any selection procedure commences, it does not contain any implicit bias standing in the way of the potential appointment of Directors for reasons of their personal circumstances.

Chairman

16. "That the Chairman, as the officer responsible for the efficient functioning of the Board, ensure that the directors receive sufficient prior information; stimulate the debate and active participation of the directors during Board meetings, safeguarding their freedom to adopt positions and express their opinions; and organize and coordinate with the relevant Committee chairmen on the periodic assessment of the Board's performance as well as, where appropriate, that of the Chief Executive Officer or top executive officer".

Visto bueno The Company complies.

17. "That, when the Chairman of the Board is also the top executive officer of the company, he/she empower one of the independent directors for requesting call to meeting of the Board or the inclusion of new items on the agenda; for coordinating and echoing the concerns of the external directors; and for guiding the Board in the assessment of its Chairman". 

Visto bueno The Company complies, although it does not confer on the Lead Director the function of guiding the Board in the assessment of its Chairman.

Secretary

18. "That the Secretary of the Board strive in particular to  ensure that the actions taken by the Board:

a) Be in line with the letter and spirit of the law and its regulations, including those approved by regulatory bodies;

b) Be in accordance with the company's Articles of Association and the Shareholders' Meeting   Regulations, the Board Regulations and with any other regulations the Company may have.

c) For them to bear in mind the recommendations regarding good governance as contained in this Unified Code, which the company has accepted.

And that, in order to safeguard the independence, impartiality and professionalism of the Secretary, that his/her appointment and removal from office be reported on by the Appointment Committee and approved by the plenary meeting of the Board; and that such procedure for appointment and removal from office be placed on record in the Board of Directors Regulations".

Visto bueno The Company complies.

Progress of meetings

19. "That the Board meet as often as may be necessary in order to perform its functions efficiently, following the schedule of dates and items established at the start of the business year, each Director being enabled to propose other agenda items that were not envisaged initially".

Visto bueno The Company complies.

20. "That the non attendance of directors be reduced to unavoidable cases and be quantified in the Annual Governance Report. And that, if the use of proxy should be indispensable, then it be conferred with instructions included".

Visto bueno The Company complies.

21. "That when the Board members or the Secretary state their concerns on any proposal or, in the case of Board members, on the smooth running of the company, and such concerns are not settled at the Board Meeting, this shall be placed on record in the minutes at the request of whoever may have expressed them".

Visto bueno The Company complies.

Periodic assessment

22. "That the plenary meeting of the Board assess once each year:

a) The quality and efficiency of the functioning of the Board;

b) On the basis of the report presented to it by the Appointment Committee, the performance of the duties carried out respectively by the Chairman of the Board and the top executive officer of the company;

c) The functioning of its Committees, based on the reports they have respectively submitted to the Board".

Visto bueno The Company complies.

nformation supplied to the directors

23. "That all the directors be able to exercise their right to request the additional information they consider necessary concerning matters that fall under the authority of the Board. And that, unless the Articles of Association or the Board of Directors Regulations establish otherwise, to address their request to the Chairman or Secretary of the Board".

Visto bueno The Company complies.

24. "That all the directors have the right to obtain from the company the advice necessary for performing their duties. And that the company organize the appropriate channels for this right to be excercised which may, in special circumstances, include external consultancy paid for by the Company".

Visto bueno The Company complies.

25. "That companies establish a guidance programme for new directors to provide them with the opportunity of familiarizing themselves quickly and efficiently with company, as well as with its corporate governance rules. And which also offer the directors programmes for updating their knowledge when circumstances make this advisable".

Visto bueno The Company complies.

Dedication

26. "That companies require their directors to dedicate the necessary time and effort to their function in order to perform it efficiently and, as a result:

  • That directors inform the Nomination Committee of their other professional obligations, in case these might interfere with the required dedication;

  • That companies establish rules concerning the number of boards their directors may form part of".

Visto bueno  The Company complies partially.

The Board of Directors does not consider it necessary to adopt the recommendation that urges the Company to limit the number of Boards to which a Director may belong, since it understands that control over this matter is sufficiently well preserved with the function performed by the Nomination and Remuneration Committee for reviewing the professional commitments of each Board Member.