24.
The companies establish an induction programme to give new directors a quick overview of the company and its corporate governance regulations. And
directors are also offered programmes to improve their knowledge when circumstances demand.
Complies
25.
The companies require directors to dedicate the necessary time and effort to perform their duties effectively, and therefore:
a) That directors notify the Appointments Committee of any other professional obligations that could interfere with the commitment required;
b) That companies regulate the number of boards their directors may belong to
See sections: C.1.12, C.1.13 y C.1.17
Complies
26.
Proposals to appoint or re-elect directors submitted by the Board to the general shareholders’ meeting, and provisional appointments by co-opting, are
approved by the Board:
a) At the proposal of the Appointments Committee, in the case of independent directors.
b) After a report by the Appointments Committee, in the case of all other directors.
See section: C.1.3
Complies
27.
The companies publish on their websites and keep updated the following information on their directors:
a) Professional profile and biography;
b) Other boards they sit on, irrespective of whether these are listed companies;
c) Indication of the category of director to which they belong, indicating in the case of proprietary directors, the shareholder they represent or to which they
are related;
d) Date of their first appointment as director of the company, and subsequent appointments; and,
e) Shares and share options held by the director.
Partially complies
Although the updated composition of the Board is published on the website, giving the date of their first and most recent appointment, as well as their category and
shareholding, not all the detailed information that is recommended is provided.
28.
Proprietary directors offer their resignation when the shareholder they represent sells all its shares in the company. And the number of proprietary directors
is also reduced when the shareholders in question reduce their holdings to a level that requires fewer such directors.
See sections: A.2 , A.3 y C.1.2
Complies
29.
The Board of Directors does not propose the removal of any independent director before the end of the statutory period for which he or she was appointed,
unless there is a just cause recognised by the Board after a report by the Appointments Committee. In particular, just cause would be understood to exist if the
director had failed to fulfil the duties inherent in the post, or if any of the circumstances transpire which would lead him or her to no longer being independent,
as established in Order ECC/461/2013. The removal of independent directors may also be proposed as a result of mergers, take-overs or other similar
corporate actions that change the structure of the company’s capital when said changes obey the criteria of proportionality indicated in Recommendation 11.
See sections: C.1.2, C.1.9, C.1.19 y C.1.27
Complies
30.
Companies establish rules which oblige the directors to report and, if applicable, resign in cases which might harm the credit and reputation of the company,
and in particular, oblige them to report to the Board any criminal proceedings in which they are charged, and any subsequent trials. If a director is indicted
or tried for any of the offences set out in Article 213 of the Capital Companies Act, the Board examines the case as soon as possible and, based on the specific
circumstances, decide whether the director should continue in their post. The Board reports and explains all such occurrences in the Annual Corporate
Governance Report.
See sections: C.1.42, C.1.43
Complies
31.
All the directors clearly express their oppositionwhen they consider a proposed decision submitted to the Board could be against the interests of the Company.
Particularly independent and other directors who are not affected by any potential conflict of interest should oppose decisions that may be detrimental to
shareholders not represented on the Board. When the Board adopts significant or repeated decisions about which a director has serious reservations, the
director draws the appropriate conclusions and, if they decide to resign, explains the reasons in the letter referred to in the following recommendation.
This recommendation also applies to the secretary of the Board, even though they may not be a director.
Complies
32.
When a director leaves their post before the end of their mandate, whether due to resignation or for another reason, they explain their reasons in a letter to be
sent to all Board members. And, notwithstanding the fact that this departure is reported as a significant event, the reason for the departure is reported in the
Annual Corporate Governance Report.
See section: C.1.9
Complies
ANNUAL CORPORATE GOVERNANCE REPORT
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