B.1.13 Indicate, on an aggregate basis, whether members of the company’s or group’s senior management team,
including executive directors, are afforded guarantees or golden parachute clauses in the event of dismissal or
takeovers. Indicate whether these contracts must be communicated to, and/or approved by the governing bodies
of the company or its group:
Number of beneficiaries
5
Board of Directors
General Shareholders’
Meeting
Body that authorises the clauses
YES
NO
Is the General Shareholders’ Meeting notified of the clauses?
NO
B.1.14 State the process for determining the remuneration of the members of the Board of Directors and the relevant
bylaw clauses:
.
Process for determining the remuneration of members of the Board of Directors and the clauses in the bylaws
Under article 42 of the Bylaws and article 36 of the board regulations, directors’ salaries consist of a fixed annual allocation and allowances
for attending meetings of the board of directors and its delegated and consultative committees, the amount of which is determined by
the general shareholders’ meeting.
Additionally and independent of the remuneration described in the above paragraph, share-based remuneration systems, or those
involving assigning shares or stock options, may be put in place for directors. Implementation of these remuneration systems must be
agreed by the General Shareholders’ Meeting, which shall determine the value of the shares that are taken as a reference, the number of
options, the exercise price of the stock options, the duration of this remuneration system and any other conditions deemed appropriate.
Likewise, similar remuneration systems may be established for other company personnel, directors or otherwise, provided they comply
with the law.
In addition to the remuneration referred to in the above two paragraphs, executive directors are entitled to receive additional
remuneration for the executive duties they perform beyond those contemplated in the post of director. In particular, this remuneration
shall be comprised of the following concepts: (a) a fixed component, which reflects the services and responsibilities assumed; (b) a variable
component, linked to a Chief Executive Director or company performance indicator; (c) an attendance component, comprising suitable
insurance and benefits systems; and (d) indemnity in the event of dismissal or any other type of termination of the legal relationship with
the company that is not due to breaches attributable to the director. The determination of the amount of the remuneration components
referred to in this paragraph shall be based on market conditions and shall take into account the responsibility and degree of commitment
involved in the role assigned to each executive director.
It is expressly established that along with the annual corporate governance report, the board must draw up an annual report on the
remuneration of its directors, which must include complete, clear and comprehensible information on the company remuneration policy
approved by the board for the current year, as well as that planned for future years, where appropriate. It must also include an overall
summary of how the remuneration policy was applied during the year, as well as details of the individual salaries paid to each director.
The annual director remuneration report, the company’s remuneration policy approved by the Board for the year in course, the policy for
future years, the overall summary of how the remuneration policy was implemented during the financial year, as well as the breakdown of
the individual remuneration due to each director shall be disclosed and brought before the Ordinary General Shareholders’ Meeting as a
separate point on the agenda for a consultative vote.
At the General Meeting held on 29 June 2012, and in accordance with foregoing Article of the Bylaws, a motion was passed to set the
gross total amount of the fixed remuneration and attendance allowances for the Board of Directors and its Committees at one million one
hundred thousand euros (€1.100.000) with effect as of 2012, excluding other kinds of remuneration corresponding to the executive director
for items other than sitting on the Board.
Indicate whether the plenary sessions of the Board are reserved for approving the following decisions.
The appointment and removal of senior managers, as well as their compensation clauses, as proposed by the Chief
Executive Director of the company.
NO
The remuneration of directors and, in the case of executives, any additional remuneration for executive responsibilities
and any other conditions that their contracts should reflect.
YES
B.1.15 Indicate whether the Board of Directors approves a detailed remuneration policy and specify the issues covered
by said policy:
YES
Amount of the fixed components, with a breakdown, as applicable, of the expenses for participating on the Board and
its committees, and an estimate of the corresponding annual fixed remuneration
YES
Variable remuneration items
YES
Main characteristics of the benefits systems with an estimate of their amount or equivalent annual cost.
YES
Conditions that must apply to the contracts of those who, being executive directors, perform senior management
functions.
YES
ANNUAL CORPORATE
GOVERNANCE REPORT
25
