14.
When there are few or no women directors, the Appointments Committee will ensure, when considering new Board members:
a) The selection procedures do not suffer from any implicit bias that hampers the selection of female directors;
b) The company deliberately seeks and includes women who match the professional profile sought among the potential candidates.
See sections: C.1.2, C.1.4, C.1.5, C.1.6, C.2.2 y C.2.4.
Complies
15.
The Chairman, who is responsible for the effective functioning of the Board, ensures that the directors receive sufficient information beforehand; promotes
discussion and the active participation of directors during Board meetings, ensuring their freedom to make judgements and express opinions; and organises
and co-ordinates with the chairmen of the relevant committees to periodically evaluate the Board as well as the Managing Director or the Chief Executive, as
applicable.
See sections: C.1.19 y C.1 41
Complies
16.
When the Chairman of the Board is also the chief executive of the company, one of the independent directors is empowered to call Board meetings or include
new points on the agenda; to co-ordinate and represent the concerns of the external directors; and to organise the Board’s appraisal of its Chairman.
See section: C.1.22
Not applicable
17.
The secretary of the Board takes pains to ensure that the actions of the Board:
a) Comply with the conditions and the spirit of the laws and regulations, including those approved by regulatory entities;
b) Comply with the company’s bylaws and with the regulations of the Shareholders’ Meeting, the Board of Directors and any other company regulations;
c) Take into account the recommendations on good governance contained in this Unified Code that the company has accepted.
And in order to safeguard the independence, impartiality and professionalismof the secretary, their appointment and removal is notified by the Appointments
Committee and approved by a plenary session of the Board; and this appointment and removal procedure is part of the Regulations of the Board of Directors.
See section: C1.34
Complies
18.
The Boardmeets often enough to be able to perform its duties effectively, following the programme of dates and subjects established at the start of the year, and
each director can propose other points for the agenda which were not initially planned.
See section: C.1.29
Complies
19.
Non-attendance by directors is reduced to unavoidable cases and quantified in the Annual Corporate Governance Report. And in the event that representation
is unavoidable, is it granted with instructions.
See sections: C.1.28, C.1.29 y C.1.30
Partially complies
Although Article 22 of the Board Regulations states that directors shall personally attend Board meetings, and when they are unable to do so in exceptional
circumstancestheyshallattempttograntaproxy infavourofanothermemberoftheBoard, includingtherelevant instructions insofaraspossible,such instructions
are not always in writing and may also be issued verbally.
20.
When the directors or the Secretary express concern regarding a proposal, or in the case of directors, about the Company in general, and these concerns are
not resolved in the Board, at the request of the person expressing the concern, this will be noted in the minutes.
Complies
21.
Once a year, a plenary session of the Board should assess:
a) The quality and efficiency of the Board;
b) The performance of the Chairman of the Board and the Chief Executive of the company based on the report provided by the Appointments Committee;
c) The performance of its committees based on the reports provided by them.
See sections: C.1.19 y C.1.20
Complies
22.
All the directors have the right to gather any additional information they consider necessary regarding matters within the competency of the Board. And,
unless otherwise stated by the bylaws or the Board Regulations, they address their requirements to the Chairman or to the Secretary of the Board
See section: C.1.41
Complies
23.
All directors have the right to attain the advice they need from the company in order to perform their duties. The company facilitates the appropriate channels
for exercising this right, which in special circumstances may involve external advice at the expense of the company.
See section: C.1.40
Complies
ANNUAL CORPORATE GOVERNANCE REPORT
49
