25.
Companies establish an orientation programme that provides new directors with a quick but sufficient understanding of the company and of its rules
of corporate governance. And directors are also offered programmes to improve their knowledge when circumstances demand.
Complies
26.
Companies require directors to dedicate the time and effort required to discharge their duties effectively and, as a result:
a) That directors notify the Appointments Committee of any other professional obligations that could interfere with the commitment required;
b) That companies regulate the number of boards their directors may belong to.
See sections: B.1.8, B.1.9 and B.1.17
Complies
27.
Proposals on the appointment or re-election of directors submitted by the Board to the General Meeting of Shareholders, as well as their provisional
appointment by co-option, are to be passed by the Board:
a) Upon a proposal by the Appointments Committee in the case of independent directors;
b) Upon a prior report from the Appointments Committee in the case of other directors.
See section: B.1.2
Complies
28.
Companies publish and update the following information about their directors on their website:
a) Professional profile and biography;
b) Other boards they sit on, irrespective of whether these are listed companies;
c) Indication of the type of director, stating in the case of proprietary directors, the shareholder that they represent or with which they have
ties;
d) Date of their first appointment as a director in the company as well as the date of subsequent re-appointments; and
e) Shares and share options held by the director.
Partially complies
Although the updated composition of the Board is published on the website, giving the date of their first and most recent appointment, as well as their
category and shareholding, not all the detailed information that is recommended is provided.
29.
Independent directors do not hold their directorship for more than 12 consecutive years.
See section: B.1.2
Complies
30.
Proprietary directors present their resignation when the shareholder they represent sells its entire shareholding. And the number of proprietary
directors is also reduced when the shareholders in question reduce their holdings to a level that requires fewer such directors.
See sections: A.2, A.3 and B.1.2
Complies
31.
The Board of Directors does not propose the removal of any independent director before the statutory period for which the director has been
appointed concludes, unless the Board has just cause, based on a report by the Appointments Committee. In particular, just cause shall be understood
to include the case of a director has failed to discharge the duties inherent in their position, or falls under any of the circumstances described in part
five of chapter III of the definitions of this Code.
The removal of independent directors may also be proposed as a result of mergers, takeovers or other similar corporate actions that change the
structure of the company’s capital when said changes obey the criteria of proportionality indicated in Recommendation 12.
See sections: B.1.2, B.1.5 and B.1.26
Complies
32.
Companies establish rules that require directors to inform and, as applicable, resign when circumstances arise that could damage the company’s
credibility and reputation, and in particular to notify the Board of any criminal proceedings in which they are involved, and the subsequent
developments of any court action.
If a director is indicted or tried for any of the offences set forth in Article 124 of the Spanish Public Limited Companies Act, the Board shall examine
the case as soon as possible and, based on the specific circumstances, decide whether the director should continue in their post. The Board reports
and explains all such occurrences in the Annual Corporate Governance Report.
See sections: B.1.43 and B.1.44
Complies
33.
All directors clearly express their opposition when they believe that a proposal for a decision presented to the Board may not be in the Company’s
interests. Particularly independent and other directors who are not affected by any potential conflict of interest should oppose decisions that may be
detrimental to shareholders not represented on the Board.
52
ANNUAL CORPORATE
GOVERNANCE REPORT
