Concerning Directors

Selection, appointment and re-appointment

27. "That the proposals for appointment or re-appointment of directors that are submitted by the Board for consideration by the Shareholders' Meeting, and also their provisional appointment through co-option, be approved by the Board:

  • At the proposal of the Nomination Committee, in the case of independent directors.

  • On the basis of the prior report issued by the Nomination Committee, in the case of the remaining directors".

Visto bueno The Company complies.

Public information about directors

28. "That companies publish through their website, and keep updated, the following information about their directors:

  • Professional and biographical profile;

  • Other boards of directors to which they belong, whether these be listed companies or otherwise;

  • An indication of the director category to which they belong, as applicable, stating, in the case of proprietary directors, the shareholder they represent or with which/whom they hold links.

  • Date of their first appointment as director of the company, as well as those of subsequent re-appointments, and;

  • Company shares, and options over them, that they own."

Visto bueno The Company complies.

Rotation of independent directors

29. "That independent directors not remain as such for an uninterrupted period of over 12 years"

Visto bueno The Company complies.

Dismissal and resignation

30. "That proprietary directors tender their resignation when the shareholder they represent sells the whole of its shareholding stake. And that they act likewise, in the appropriate number, when the above-mentioned shareholder reduces its shareholding stake to a level that requires a reduction in the number of its proprietary directors".

Visto bueno The Company complies.

31. "That the Board of Directors refrain from proposing the dismissal/resignation of any independent director before the statutory term for which the latter was appointed has expired, except when there is just cause, noticed by the Board on the basis of the report by the Nomination Committee. It shall, in particular, be understood that just cause exists when the director has failed to comply with the duties inherent in his/her post or has incurred any of the circumstances described in heading 5 of section III of the definitions related to this Code.

The dismissal/resignation of independent directors may also be proposed as a result of Takeover Bids, mergers or similar company transactions that involve a change in the share capital structure of the company when such changes in the structure of the Board are caused by the proportionality criterion stated in Recommendation 12".

Visto bueno The Company complies.

32. "That companies establish rules obliging their directors to report on and, where appropriate, tender their resignation in cases that may damage the company's credit and reputation and, in particular, obliging them to inform the Board of any criminal proceedings in which they appear as accused, as well as their subsequent procedural changes of circumstance.

That if charges should be brought against a director or the commencement of hearing proper be pronounced against him/her for any of the offences stated in section 124 of the Spanish Corporations Law, the Board examine the case as soon as possible and, in the light of his/her specific circumstances, decide whether or not it is fitting for the director to continue in his/her post. And that the Board give due, reasoned account of all this in the Annual Corporate Governance Report".

Visto bueno The Company complies.

33. "That all directors clearly express their opposition when they consider that any proposed resolution presented to the Board may be contrary to the interests of the company. And that, in particular, the independent and other directors who are not affected by the potential conflict of interest do likewise, in the case of decisions that may jeopardize the shareholders not represented on the Board.

And that when the Board adopts significant or repeated resolutions regarding those on which the director has drawn up serious reservations, this latter reach the appropriate conclusions and, should he/she opt to resign, to explain the reasons in the letter referred to in the next recommendation below.

This Recommendation also extends to the Board Secretary, even though he/she may not hold director status".

Visto bueno The Company complies.

34.  "That when, whether through resignation or for any other reason, a director ceases to hold office prior to expiry of his/her term of office, he/she explain the reasons in a letter that shall be sent to all Board members. And that, without prejudice to the fact that this dismissal/resignation is communicated as a relevant event, the reason for the dismissal/resignation be reported on in the Annual Corporate Governance Report".

Visto bueno The Company complies.