33.
That executive directors are limited to remuneration in the form of shares in the company or companies of the Group, share options or other share-based
instruments, and variable payments linked to company performance or forecast systems. This recommendation will not include the provision of shares when
it is conditional upon directors to hold them until their departure as a director.
Complies
34.
The remuneration of external directors is as necessary to reward the dedication, qualification and responsibility the post demands; but not so high as to
compromise their independence.
Complies
35.
Remuneration relating to the company’s profits takes into account any caveats which may appear in the external auditor’s report and which decrease those
profits.
Not applicable
36.
In the case of variable remuneration, the payment policies include limits and the necessary technical safeguards to ensure such compensation is related to
the professional performance of the beneficiaries and does not simply derive from the general state of the market or the sector of activity of the Company, or
similar circumstances
Complies
37.
When there is a Delegate or Executive Committee (hereunder, “Executive Committee”), the participation structure of the different categories of directors will
be similar to that of the Board itself, and the secretary will be the same as for the Board.
See sections: C.2.1 y C.2.6
Complies
38.
The Board is always aware of the matters discussed and the decisions adopted by the Executive Committee, and all the members of the Board receive copies of
the minutes of Executive Committee sessions.
Complies
39.
The Board of Directors creates, in addition to the Audit Committee demanded by the Securities Market Act, a committee, or two separate committees, on
appointments and remuneration.
The rules regarding the composition and functioning of the Audit Committee and the committee(s) for appointments and remuneration appear in the
Regulations of the Board of Directors and include the following:
a) The Board appoints the members of the committees on the basis of their knowledge, skills and experience and the tasks of each committee; deliberates
on their proposals and reports; and at the first plenary session of the Board following their meetings, directors must report on their activity and be held
accountable for the work they have done;
b) These committees are exclusively formed of external directors, comprising at least three members. The above is intended without prejudice to the
attendance of executive directors or senior managers, when the members of the committee expressly agree.
c) Their chairpersons are independent directors.
d) They can receive outside advice when they consider it necessary for the performance of their duties.
e) Their meetings are recorded in minutes, a copy of which will be sent to all Board members
See sections: C.2.1 y C.2.4
Complies
40.
The supervision of compliance with the internal codes of conduct and the rules of corporate governance are attributed to the Audit Committee, the
Appointments Committee, or, if existing separately, the Compliance or Corporate Governance Committee
See sections: C.2.3 y C.2.4
Complies
41.
The members of the Audit Committee, and its chairperson in particular, are designated taking into account their knowledge and experience in the fields of
accounting, audit or risk management.
Complies
42.
The listed companies have an internal audit function, supervised by the Audit Committee, which safeguards the smooth running of the information and
internal control systems
See sections: C.2.3
Complies
43.
The head of the internal audit function presents its annual work plan to the Audit Committee; they inform the committee directly of the incidents arise during
its implementation; and, at the end of each financial year, they submit an activity report to the committee
Complies
ANNUAL CORPORATE GOVERNANCE REPORT
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