b) Duties
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.
c) Competencies.
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:
1.
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.
2.
Approve the remuneration scales applied to senior managers of the Company.
3.
Approve the standard contracts applied to senior managers.
4.
Determine the remuneration scheme of the Chairman and, as applicable, the Chief Executive Director. .
5.
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.
6.
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.
7.
Report on incentive plans.
8.
Carry out an annual review of the remuneration policy applied to directors and senior managers.
9.
Report on the proposals to appoint members of the Executive Committee and the other committees attached to the Board of Directors.
10.
Prepare and maintain a register of the positions of directors and senior managers of the Company; and
11.
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.2 .5 Indicate, as applicable, the existence of the regulations governing the committees attached to the Board, where they are available
for consultation and any amendments that have been made to them during the year. Also state whether an annual report on the
activities of each committee has been voluntarily drafted.
The Company Bylaws (Articles 45 - 48), and the Regulations of the Board of Directors (Articles 23 - 26) comprehensively cover all regulations relating to
the Board’s Committees. The aforementioned internal regulations of the Company are available on the company website
), in the section
“
Information for Shareholders” - “Corporate Governance”.
Since 2011 no changes have been made to the Company Bylaws or Board Regulations concerning committee regulation.
C.2 .6 Statewhether the compositionof thedelegate or executive committee reflects theparticipationon theBoardof different categories
of directors:
NO
If not, explain the composition of the Delegate or Executive Committee
The Executive Committee consists of 5 members. The Chairman is categorised as Other External Director, another is categorised as an executive and the
remaining three members are Proprietary Directors. Independent Directors are not represented on the Executive Committee, due to the many significant
shareholders represented on the Board and the low “free float” percentage.
D - RELATED AND IN-GROUP TRANSACTIONS
D.1 Identify the competent body and explain the procedure, if any, to approve transactions with related parties and parties within
the group.
Competent body for approving related party transactions
The Board of Directors, after receiving the Report of the Audit and Control Committee
ANNUAL CORPORATE GOVERNANCE REPORT
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