B.1.16 Indicate whether the Board submits a report on the remuneration policy of the directors as a separate point
on the agenda to be voted on by the General Shareholders’ Meeting, for consultation purposes. If so, explain
the aspects of the report concerning the remuneration policy approved by the Board for future years, the most
significant changes in these policies compared to the policy applied during the year and an overview of how the
remuneration policy was applied during the year. Describe the role carried out by the Remuneration Committee
and if external advice has been used, identify the external consultants that provided it:
YES
Issues defined in the remuneration policy
Articles 42 of the Bylaws and 36 of the board regulations mirror the new article 61 b of Act 24/1988, of 28 July, on the stock market, which
expressly states 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.
In this regard, it should be noted that, in accordance with the Bylaw and regulation provisions mentioned above, the annual director
remuneration report for 2011 was brought before the General Meeting held on 29 June 2012 as a separate item on the agenda for a
consultative vote, the result of which were as follows:
-
Votos a favor: 99.97%
-
Votos en contra: 0.03%
-
Abstenciones: 0.00%
Role of the Remuneration Committee
The Appointments and Remuneration Committee plays an important role in all matters related to the remuneration policies of company
directors and senior management, and is the body that proposes the aforementioned remuneration to the Board.
Have external consultants been used?
Identity of the external consultants
B.1.17 Indicate, as appropriate, the identity of the members of the Board who are also members of the Board of
Directors, managers or employees of companies that hold significant shareholdings in the listed company and/
or in group entities:
Name or trade name of the director
Trade name of significant shareholder
Position
MR JOSÉ ANTONIO CASTRO SOUSA
GRUPO INVERSOR HESPERIA, S.A
NATURAL PERSON REPRESENTING THE
ADMINISTRADOR SOLIDARIO (DIRECTOR
WITH AUTHORITY TO REPRESENT
THE COMPANY ACTING ALONE)
EUROFONDO, S.A.
MR FRANCISCO JAVIER ILLA RUIZ
GRUPO INVERSOR HESPERIA, S.A
JOINT DIRECTOR
MS ROSALBA CASIRAGHI
INTESA SANPAOLO, S.P.A.
MEMBER OF THE AUDIT AND CONTROL
COMMITTEE
MS ROSALBA CASIRAGHI
INTESA SANPAOLO, S.P.A.
MEMBER OF THE SUPERVISORY BOARD
State, as applicable, the relevant relationships other than those in the point above, of members of the Board of Directors that links them with
significant shareholders and/or in entities in the group:
B.1.18 State whether there has been any modification to the regulations of the Board during the year:
NO
B.1.19 State the procedures for appointing, re-electing, evaluating and removing directors. Name the competent
bodies, the procedures to be followed and the criteria used in each procedure.
Selection procedures for members of the Board.
The directors are appointed by the General Shareholders’ Meeting, or provisionally by the Board of Directors in accordance with the provisions contained
in the Capital Companies Act and the company’s bylaws.
26
ANNUAL CORPORATE
GOVERNANCE REPORT
