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19. Directors should be absent only when it is essential and the number of absences should be included in the Annual Corporate Governance
Report. And in the event that representation is unavoidable, it should be granted with instructions.
See sections: C.1.28, C.1.29 and C.1.30
Partially compliant
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 circumstances they shall attempt to grant a proxy in favour of another member of the Board, including the relevant
instructions in so far as possible, such instructions are not always in writing and may also be issued verbally.
20.When directors or the secretary raise concerns about a proposal or, in the case of directors, about the performance of the company, and
such concerns are not resolved by the Board, these concerns are recorded in the minutes at the request of the director raising them.
Compliant
21. Once a year, a plenary session of the Board should assess:
a) The quality and efficiency of the Board’s work;
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 and C.1.20
Compliant
22. That all directors can exercise their right to obtain any additional information they consider necessary on matters for which the Board is
responsible. And, unless otherwise stated by the articles of association or the Board Regulations, they address their requirements to the
Chairman or to the Secretary of the Board.
See section: C.1.41
Compliant
23. That all directors have the right to obtain from the company the advice they need to carry out 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
Compliant
24.Companies establish an orientation programme that provides new directors with a quick but sufficient understanding of the company and
of its rules of corporate governance. And directors are also offered programmes to improve their knowledge when circumstances demand.
Compliant
25. Companies require directors to dedicate the time and effort required to discharge their duties effectively and, as a result:
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 and C.1.17
Compliant
26.Proposals on the appointment or re-election of directors submitted by the Board to the General Meeting of Shareholders, as well as their
provisional appointment by co-opting, are to be passed by the Board:
a) At the proposal of the Appointments Committee in the case of independent directors.
b) After a prior report from the Appointments Committee in the case of other directors.
See section: C.1.3
Compliant
ANNUAL CORPORATE GOVERNANCE REPORT
