G - DEGREE OF COMPLIANCEWITH CORPORATE GOVERNANCE
RECOMMENDATIONS
Indicate the Company’s degree of compliance with the recommendations of the Unified Code of Good Governance. If any recommendation is not followed or is
only followed in part, a detailed explanation of the reasons must be included so that shareholders, investors and the market in general have enough information
to assess the company’ methods. Generalised explanations will not be acceptable.
1.
The Bylaws of listed companies do not limit themaximumnumber of votes a single shareholder may cast, or have any other restrictions impeding the take-over
of the company by acquiring its shares on the market.
See sections: A.10, B.1, B.2, C.1.23 y C.1.24.
Complies
2.
When the parent company and an affiliate company are both listed, they both accurately define publicly:
a) Their respective areas of activity and possible business relations between them, as well as between the listed subsidiary and the other companies in the
group;
b) The mechanisms in place for resolving potential conflicts of interest that may arise.
See sections: D.4 y D.7
Complies
3.
Although not expressly required by commercial law, operations involving a change to the structure of the company are submitted to the general shareholders’
meeting for approval, and particularly:
a) The transformation of listed companies into holding companies through “subsidiarisation” or the incorporation of essential activities into subsidiary
entities, which to date were carried out by the company itself, even though the parent maintains full control over them;
b) The acquisition or disposal of essential operational assets when this involves an effective modification of the corporate purpose;
c) Operations equivalent to effectively winding up the company.
See sections: B.6
Partially complies
The amendment of the articles approved by the General Shareholders’ Meeting on 29 June 2011 expressly included the transactions mentioned in sections b) and
c) of this Recommendation as matters to be submitted to the General Meeting for its approval. This does not apply to the transactions described in section a).
4.
The detailed proposals in the agreements to be adopted at the General Meeting, including the information referred to in recommendation 27, are published at
the time of publishing the call to the AGM
Complies
5.
TheGeneralMeetingcanvoteseparatelyonmatterswhicharesubstantiallyindependent,sothatshareholderscanexercisetheirvotingpreferencesseparately.
And that this rule is applied, particularly to:
a) The appointment or ratification of directors, who must be voted for individually;
b) In the event of amendments to the bylaws, to each essentially independent article or group of articles.
Complies
6.
The companies allow votes to be split so that financial intermediaries appearing legitimately as shareholders but acting on behalf of different clients can cast
their votes according to the clients’ instructions.
Complies
7.
The Board performs its duties with unity of purpose and independence of mind, treats all shareholders equally, and is guided by the interests of the Company,
understood as maximising the Company’s economic value over time.
It should also ensure that the company respects all laws and regulations in its dealings with stakeholders; fulfils its obligations and contracts in good faith;
respects the customs and good practices of the sectors and territories in which it operates; and observes the principles of social responsibility to which it has
voluntarily subscribed.
Complies
8.
The Board takes the core of its mission to be approving the Company’s strategy and the organisation it needs to put it into practice; and supervising and
monitoring ExecutiveManagement’s compliance with the goals set and its respect for the Company’s purpose and interests. Therefore, the plenary sessions of
the Board reserves the authority to approve:
a) The general strategies and policies of the company, in particular:
i) The strategic or business plan, as well as management objectives and the annual budget;
ii) The investment and financing policy;
iii) The definition of the corporate group structure;
iv)The corporate governance policy;
iv) The corporate governance policy;
v) The corporate social responsibility policy;
vi) The policy on remuneration and performance evaluations of senior managers;
vii) The risk control and management policy, and regular monitoring of internal reporting and control systems.
viii) The dividend policy, treasury shares policy, and especially, their limits
See sections: C.1.14, C.1.16 y E.2
ANNUAL CORPORATE GOVERNANCE REPORT
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