b) Competence
The Appointments and Remuneration Committee shall have the following duties, notwithstanding any other tasks that may be assigned
to it by the Board of Directors:
-
Report on proposals to appoint and dismiss directors and senior managers of the Company and its subsidiaries. In the case of vacancies
arising on the Board of Directors, the Appointments and Remuneration Committee shall ensure that the selection procedure does not
suffer from any implicit bias that may hamper the selection of female directors and that women that fulfil the professional profile sought
are included among the potential candidates.
-
Approve the remuneration scales applied to senior managers of the Company.
-
Approve the standard contracts applied to senior managers.
-
Determinar el régimen de retribuciones del Presidente y, en su caso, del Consejero Delegado.
-
Determine the remuneration scheme applied to the Chairman and, as applicable, the Chief Executive Director.
Examine or organise, as considered most appropriate, the Chairman’s and the chief executive’s succession, and if necessary bring
proposals before the Board so that such successions are effected in an orderly well-planned fashion.
-
Propose the remuneration scheme applied to members of the Board of Directors and periodically review them to ensure they are
suitable for the tasks carried out by them, in accordance with Article 35 of these regulations.
-
Report on incentive plans.
-
Carry out an annual review of the remuneration policy applied to directors and senior managers.
-
Report on the proposals to appoint members of the Executive Committee and the other committees attached to the Board of Directors.
-
Prepare and maintain a register of the positions of directors and senior managers of the Company; and
-
Perform any other duties that may be assigned to it under these regulations.
The Board of Directors shall be informed of all the tasks carried out by the Appointments and Remuneration Committee during its first
meeting, and in all events the corresponding documentation shall be made available to the Board so that it can take these actions into
consideration when performing its duties.
c) Functioning
The Appointments and Remuneration Committee shall meet as often as considered necessary by its Chairman, or when requested by two
of its members or the Board of Directors.
Committee name
EXECUTIVE OR DELEGATE COMMITTEE
Short description
a) Composition
The Executive Committee shall comprise the Chairman of the Board and at least three but no more than nine directors, appointed by the
Board of Directors.
In terms of the qualitative composition of the Executive Committee, the Board shall ensure that the different types of director represented
will be similar to that of the main Board and its secretary will be the secretary of the Board.
In all events, the valid appointment or re-election of members of the Executive Committee shall require the favourable vote of at least two
thirds of the members of the Board of Directors.
b) Functioning
The Executive Committee shall meet as many times as called by its chairman. The Chairman and Secretary of the Board of Directors shall
perform the same functions in the Executive Committee, although one or more Vice-chairmen and a Vice-secretary may also be appointed.
The Executive Committee shall be validly convened when half plus one of the members are present or represented at the meeting.
Resolutions shall be passed by a majority of the directors at the meeting (in person or by proxy), with the Chairman holding the casting
vote in the event of a tie.
c) Relationship with the Board of Directors
The Executive Committee shall notify the Board of the matters discussed and the decisions made at its meetings.
This Committee is currently inactive, pending a meeting to decide its new composition.
Committee name
AUDIT COMMITTEE
Short description
The Audit and Control Committee shall comprise a minimum of three and a maximum of five directors, appointed by the Board of Directors.
All members of the Committee must be external or non-executive directors.
The members the Audit and Control Committee, and particularly its Chairman, shall be appointed after taking into account their knowledge
and experience in accounting or auditing matters, or both.
The Chairman of the Audit and Control Committee must be an independent director and be appointed from among its non-executive
members. The Chairman must also be replaced every four years; previous chairmen may be re-elected one year after their previous
mandate has ended.
36
ANNUAL CORPORATE
GOVERNANCE REPORT
