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C.1.21 Indicate cases in which Directors are compelled to resign.
Directors shall step down when the period for which they were appointed comes to an end or when agreed by the General Shareholders’
Meeting based on the powers legally attributed to it.
In addition, Directors shall place their office at the disposal of the Board of Directors and tender their resignation in any of the following
circumstances:
a) When they reach the age of seventy. Directors with executive duties must cease to carry out those duties when they reach the age of sixty-
five, though they many remain as directors, if the board so decides.
b) When they are removed from the executive offices with which their appointment as a Director was associated or where the reasons for which
they have been appointed are no longer valid. Such a circumstance shall be understood to apply to Proprietary Directors when the entity or
business group they represent ceases to hold a significant shareholding in the Company’s share capital or when, in the case of independent
Directors, they become an executive of the Company or of any of its subsidiaries.
c) Where they are in any of the circumstances for incapacity, incompatibility or prohibition set forth in legal provisions, along with any of the other
circumstances laid down in the Board regulations. All those directly or indirectly holding interests of any type or that have an employment,
professional or mercantile relationship, or relations of any other type with competitor companies, shall be considered incompatible for the
position of director, except when the Board of Directors, with a favourable vote of at least 70% of its members, agrees to set aside this
condition.
d) Where they are seriously reprimanded by the Appointments and Remuneration Committee for failing to comply with any of their obligations
as Directors.
e) When their permanence on the Board may affect the Company’s good standing or reputation in the market or jeopardise its interest in any
other way whatsoever.
C.1.22 State whether the post Chief Executive Director of the Company is held by the Chairman of the Board. If so, explain the measures that
have been taken to limit the risks of concentrating powers in a single person:
NO
Measures to limit risks
State and explain, as applicable, whether rules have been established to authorise one of the independent directors to call meetings of the Board
or to include new points on the agenda, in order to co-ordinate and represent the concerns of the external directors, and to oversee evaluation
by the Board.
YES
Explanation of the rules
Article 21 of the Regulations of the Board empowers directors to ask the Chairman to include items on the agenda, and the Chairman is obliged to include
these when the request has been made at least ten days prior to the date set for the meeting and is accompanied by the relevant documentation needed
for said items to be communicated to the other members of the Board. Likewise, when the Chairman of the Board is also the Chief Executive Director of the
company, the Board shall appoint one of the independent directors to co-ordinate and represent the concerns of the external directors and to oversee the
evaluation of the Chairman by the Board.
C.1.23 Are reinforced majorities other than those applicable by law required for any type of decision?:
YES
If so, describe the differences.
Description of the differences
For the appointment of Directors with direct or indirect interests of any type in, or an employment, professional, commercial or any other relationship with
competitor companies, a vote in favour by 70% of the Board members is required (Article 11.3 of the Board regulations).
C.1.24 Explain if there are any specific requirements, other than those relating to Directors, to be appointed Chairman of the Board of Directors.
NO
Description of the requirements
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