52
27. Companies publish and update the following information about their directors on their website:
a) Professional profile and biography;
b) Other boards they sit on, whether or not these are listed companies;
c) Indication of the type of director, stating in the case of proprietary directors, the shareholder that they represent or with which they
have ties.
d) Date of their first appointment as a director in the company as well as the date of subsequent re-appointments, and;
e) Shares and share options held by the director.
Partially compliant
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 present their resignation when the shareholder they represent sells its entire shareholding. 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 and C.1.2
Compliant
29.The Board of Directors does not propose the removal of any independent director before the statutory period for which the director has
been appointed concludes, unless the Board has just cause, based on 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 and C.1.27
Compliant
30.Companies establish rules that require directors to report and, as applicable, resign when circumstances arise that could damage the
company’s credibility and reputation, and in particular to notify the Board of any criminal proceedings in which they are involved, and the
subsequent developments of any court action.
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
Compliant
31. All directors clearly express their opposition when they believe that a proposal for a decision presented to the Board may not be in the
Company’s interests. 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.
Compliant
32.When, due to resignation or for other reasons, a director vacates their post before the end of their term, they explain the reasons in a letter
sent to every member of the Board. 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
Compliant
33. Remuneration in shares in the company or in group companies, share options or share-based instruments, variable remuneration linked to
the performance of the company or benefits systems are all limited to executive directors.
This recommendation will not include the provision of shares when it is conditional upon directors to hold them until their departure as a
director.
Compliant
34.The remuneration of external directors is sufficient to compensate the dedication, qualifications and responsibility required for the
position; but not so high as to compromise their independence.
Compliant
ANNUAL CORPORATE GOVERNANCE REPORT
