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C.1.7 Explain how major shareholders are represented on the Board.
As set out in Article 9 of the Board Regulations, the Board will ensure that the majority group of external Directors includes, on one hand,
those proposed by the holders of significant stable holdings in the company capital (proprietary Directors) and, on the other, professionals of
recognised prestige who are not associated with the executive team nor with major shareholders (independent Directors).
Proprietary Directors are those that represent or have a shareholding in the Company that is greater than or equal to what is legally considered
significant, or that may have been appointed due to their status as shareholders even though their shareholding does not reach the legally
established amount.
For the purposes of this definition, it shall be assumed that a director represents a shareholder when:
a) He/she was appointed by virtue of the right to representation.
b) He/she is a director, senior manager, employee or regular service provider of this shareholder, or of companies belonging to its group.
c) The company documentation states that the shareholder accepts that the director has been appointed by it or represents it.
d) He/she is the spouse, or connected by a similar relationship, or related up to the second degree of kinship to a major shareholder.
C.1.8 Explain, if applicable, the reasons why proprietary directors have been appointed at the request of shareholders whose holdings are below
5% of share capital:
Name or business name of the shareholder
Justification
Indicate whether formal requests for representation on the Board from shareholders whose shareholding is equal to or greater than other
shareholders at whose request proprietary directors have been appointed, have not been acted upon. Explain the reasons why they have not
been acted on, as applicable:
NO
Name or business name of the shareholder
Explicación
C.1.9 Indicate whether any director has left their position prior to the completion of their mandate; whether the director has explained their
reasons to the Board, and by what means; and, in the event that the written communication was sent to the whole of the Board, explain
the reasons given:
Name of the director
Reason for departure
DAOQI LIU
Decision by the shareholder HNA Group Co Limited to replace Mr. Daoqi Liu with Mr. Haibo Bai.
GILLES PÉLISSON
Personal reasons
ROSALBA CASIRAGHI
Reduction in the holding of the major shareholder Intesa Sanpaolo, S.P.A.
RAMÓN LANAU VIÑALS
Reduction in the holding of the major shareholder Grupo Inversor Hesperia, S.A.
C.1.10 Name or company name of Director
Name or company name of Director
Brief description
FEDERICO GONZÁLEZ TEJERA
ALL THE POWERS THAT CORRESPOND TO THE BOARD OF DIRECTORS, EXCEPT THOSE
THAT CANNOT BE DELEGATED BY LAW OR THE COMPANY’S ARTICLES OF ASSOCIATION.
C.1.11 Identify, if applicable, the members of the Board that hold administrative or management positions in other companies that form part of
the group of the listed company:
Name or company name of Director
Company name of group company
Position
FRANCISCO JAVIER ILLA RUIZ
COPERAMA HOLDING, S.L.
DIRECTOR
ANNUAL CORPORATE GOVERNANCE REPORT
