The Board also reports on the role of the Remuneration Committee in drafting the remuneration policy, and if external advice has been used,
the identity of the external consultants used is stated.
See section: B.1.16
Partially complies
Although the Board of Directors approves an extensive Remuneration Policy Report, submitting in to the General Shareholders’ Meeting for
consultation, the report does not include each and every aspect listed in Recommendation 35.
41.
The Annual Report shall include details of the individual remuneration earned by the directors during the year, as well as:
a) The breakdown of the remuneration of each director, which will include as applicable:
i) Attendance expenses or other fixed remuneration as a director;
ii) Any additional remuneration as chairman or as a member of another committee of the Board;
iii) Any remuneration in the form of profit-sharing or bonuses and the reason why they have been granted;
iv) Contributions made on behalf of the direct to defined contribution pension plans; or the increase in the consolidated rights of the
director in relation to contributions to defined benefit schemes;
v) Any compensation agreed or paid in the event of termination of duties;
vi) Remuneration received as a director of other companies in the group;
vii) Remuneration for carrying out senior management duties by executive directors;
viii) Any other remuneration other than the above, whatever its nature or the group entity that pays it, particularly when it is considered
a related party transaction or if omission distorts the true perception of the total remuneration received by the director.
b) The individualised breakdown of any share awards to directors, stock options or any other share-based instrument, detailing the following:
i) Number of shares or options granted for the year, and their exercise conditions;
ii) Number of options exercised during the year, indicating the number of shares affected and the exercise price;
iii) Number of options unexercised at the end of the year, indicating their price, date and other exercise conditions;
iv) Any changes made during the year to the exercise conditions of options already granted.
c) Information about the relationship during the previous year between the remuneration received by executive directors and the results or
other performance indicators of the company.
Partially complies
The annual report reflects the majority of the information referred to in sections a) and b), but not the information described in section c).).
42.
When there is a Delegate or Executive Committee (hereinafter “Executive Committee”), the participation structure of the different types of directors
is similar to that of the main Board and its secretary is the Secretary of the Board.
See sections: B.2.1 and B.2.6
Complies
43.
The Board is always aware of the issues and the decisions adopted by the Executive Committee and each member of the Board receives a copy of
the minutes of the Committee’s meetings.
Complies
44.
In addition to the Audit Committee required by the Spanish Securities Market Act (LMV), the Board of Directors also creates a committee, or two
separate committees, for appointments and remuneration.
The rules regarding the composition and functioning of the Audit Committee and the committee(s) for appointments and remuneration appear in
the Regulations of the Board of Directors and include the following:
a) The Board appoints the members of the committees on the basis of their knowledge, skills and experience and the tasks of each committee;
deliberates on their proposals and reports; and at the first plenary session of the Board following their meetings, directors must report on
their activity and be held accountable for the work they have done;
b) These committees are exclusively formed of external directors, comprising at least three members. The foregoing does not exclude the
attendance of executive directors or senior managers when the members of the committee expressly agree;
c) The chairmen are independent directors;
d) They have access to external advice when they deem it necessary to perform their duties;
e) Minutes should be drafted on each meeting, a copy of which should be sent to all Board members.
See sections: B.2.1 and B.2.3
Complies
54
ANNUAL CORPORATE
GOVERNANCE REPORT
