ANNUAL CORPORATE GOVERNANCE REPORT
29
The Directors must also offer their resignation to the Board of Directors in the following cases:
a) When they reach the age of seventy. Directors with executive duties must cease to carry out those duties when they reach the age of seventy-five, though they
many remain as directors, if the board so decides. .
b) When they leave the executive posts which were associated with their appointment as Director, or when the reasons for which they were appointed cease to
exist. This is understood to be the case for a Proprietary Director when the entity or business group he or she represents no longer has a significant holding in
the company’s share capital, or in the case of an Independent Director, when he or she joins the executive staff of the company or any of its affiliated companies.
c) When they meet the criteria for incapacity, incompatibility or prohibition established by law, or any of the other criteria established in the board regulations.
All those directly or indirectly holding interests of any type or that have an employment, professional or mercantile relationship, or relations of any other type
with competitor companies, shall be considered incompatible for the position of director, except when the Board of Directors, with a favourable vote of at least
70%
of its members, agrees to set aside this condition.
d) Where they are seriously reprimanded by the Appointments and Remuneration Committee for failing to comply with one of more of their obligations as
Directors.
e)WhentheirpermanenceontheBoardmayaffecttheCompany’sgoodstandingorreputationinthemarketorjeopardiseitsinterestinanyotherwaywhatsoever
C.1 .22 State whether the post of Chief Executive Director of the company is held by the Chairman of the Board. If so, explain the
measures that have been taken to limit the risks of concentrating powers in a single person
NO
Measures to limit risks
State and explain, as applicable, whether rules have been established to authorise one of the independent directors to call meetings of the Board or to include new
points on the agenda, in order to co-ordinate and represent the concerns of the external directors, and to oversee evaluation by the Board.
YES
Explanation of the rules
Article 21 of the Regulations of the Board (Article 21.2) empowers directors to ask the Chairman to include items on the agenda, and the Chairman is obliged
to include these when the request has been made at least ten days prior to the date set for the meeting and is accompanied by the relevant documentation
needed for said items to be communicated to the other members of the Board. Likewise, when the Chairman of the Board is also the Chief Executive Director
of the company, the Board shall appoint one of the independent directors to co-ordinate and represent the concerns of the external directors and to oversee
the evaluation of the Chairman by the Board.
C.1 .23 Are reinforced majorities, different from legal majorities required for any type of decision?:
YES
If so, describe the differences.
Description of the differences
For the appointment of Directors with direct or indirect interests of any type in, or an employment, professional, commercial or any other relationship with
competitor companies, a vote in favour by 70% of the Board members is required (Article 11.3 Board Regulations)
C.1 .24 Explain if there are any specific requirements, other than those relating to Directors, to be appointed Chairman of the Board of
Directors.
NO
C.1 .25 State whether the Chairman has the casting vote:
YES
Matters on which there is a casting vote
Resolutions will be passed by absolute majority of the votes of the directors attending the meeting. In the event of a tie, the Chairman, or the Vice-Chairman
substituting them, shall have the casting vote.
