ANNUAL CORPORATE GOVERNANCE REPORT
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C.1 .6 Explain the measures agreed, if any, by the Appointments Committee to ensure that the selection process is not implicitly
biased against selecting female Directors, and so that the company deliberately seeks to include women who meet the desired
professional profile among potential candidates:
Explanation of the measures
During the process of selecting Directors, in compliance with the principles set forth in the Board Regulations, the Appointments Committee has ensured
women are included who meet the required professional profile in the list of candidates, and has endeavoured to ensure there are no biases inherent in the
selection procedure that hinder the selection of female Directors.
If, despite the measures adopted, if any, there are few or no women Directors, explain the reasons:
Explanation of the measures
See above.
C.1 .7 Explain how significant shareholders are represented on the Board.
As set forth in Article 9 of the Board Regulations, the Board will ensure that the majority group of external Directors includes, on one hand, those proposed by
the holders of significant stable holdings in the company capital (proprietary Directors); and on the other, prestigious professionals who are not linked to the
executive team nor to the significant shareholders (Independent Directors).
Proprietary Directors are those that represent or have a shareholding in the Company that is greater than or equal to what is legally considered significant, or that
may have been appointed due to their status as shareholders even though their shareholding does not reach the legally established amount.
For the purposes of this definition, it shall be assumed that a director represents a shareholder when:
a) They are appointed in the course of exercising the right to representation.
b) The person is a director, senior manager, employee or regular service provider of this shareholder, or to companies belonging to the same group.
c) The company documentation states that the shareholder accepts that the director has been appointed by it or represents it.
d) The director is a spouse, a person connected to the shareholder by a similar level of affinity, or a relative of up to the second degree of kinship of a significant
shareholder
C.1 .8 Explain, should it be the case, the reasons why proprietary directors have been appointed at the request of shareholders whose
holdings are below 5% of share capital
Name or corporate name of the shareholder
Justification
Indicate whether formal requests for representation on the Board from shareholders whose shareholding is equal to or greater than other shareholders at whose
request proprietary directors have been appointed, have not been acted upon. Explain the reasons why they have not been acted on, as applicable
NO
C.1 .9 Indicate whether any director has left their position prior to the completion of their mandate; whether the director has explained
their reasons to the Board, and by what means; and, in the event that the written communication was sent to the whole of the
Board, explain the reasons given:
Name of the director
Reason for departure
ROBERTO CIBEIRAMOREIRAS
Entry of the HNA Group as a shareholder
HOTELES PARTICIPADOS
Entry of the HNA Group as a shareholder
CORPORACIÓN FINANCIERA CAJA DE
MADRID, S.A.
Entry of the HNA Group as a shareholder
IÑAKI ARRATÍBEL OLAZIREGI
Sale of the shares of the significant shareholder Caja de Ahorros y Monte de Piedad de Gipuzkoa
y San Sebastian, represented by Mr. Arratíbel.
SOCIEDADDE PROMOCIÓN Y PARTICIPACIÓN
EMPRESARIAL CAJAMADRID
Restructuring of the organisation of the Bankia Group, which designated the company Abitaria
Consultoría y Gestión, S.A., in its place.
