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35. Remuneration linked to the results of the company shall take into consideration any possible qualifications in the auditor’s report that
might reduce such results.
Not applicable
36.In the case of variable remuneration, payment policies incorporate the limits and technical safeguards required to ensure that such
remuneration is in line with the professional performance of the beneficiaries and is not simply derived from the general evolution of the
markets or the business sector of the company or from other similar circumstances.
Compliant
37. When there is a Delegate or Executive Committee (hereinafter “Executive Committee”), the participation structure of the different types
of directors is similar to that of the main Board and its secretary is the Secretary of the Board
See sections: C.2.1 and C.2.6
Compliant
38.The Board is always aware of the issues discussed and the decisions adopted by the Executive Committee and each member of the Board
receives a copy of the minutes of the Committee’s meetings.
Compliant
39.In addition to the Audit Committee required by the Spanish Securities Market Act, the Board of Directors also creates a committee, or two
separate committees, for 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 these committees taking into account the knowledge, skills and experience of the directors and the
tasks of each committee; it discusses their proposals and reports, and during the first plenary session following their meetings, receives
the report on their activities and responds to the work carried out;
b) These committees are exclusively formed of external directors, comprising at least three members. The foregoing does not exclude the
attendance of executive directors or senior managers when the members of the committee expressly agree.
c) The chairmen are independent directors.
d) They have access to external advice when they deem it necessary to perform their duties.
e) Minutes should be kept for each meeting, a copy of which should be sent to all Board members.
See sections: C.2.1 y C.2.4
Compliant
40.Supervision of compliance with the internal codes of conduct and the rules on corporate governance is the responsibility of the Audit
Committee, the Appointments Committee, or if separate, the committees for compliance or corporate governance.
See sections: C.2.3 y C.2.4
Compliant
41. 41.Members of the Audit Committee, particularly its chairman, are appointed on the basis of their knowledge and experience in
accountancy, auditing or risk management.
Compliant
42.Listed companies have an internal audit area, supervised by the Audit Committee, which ensures the correct operation of the IT and
internal control systems.
See section: C.2.3
Compliant
43.The manager of the internal audit area presents their annual work plan to the Audit Committee, directly reports the incidents that occur
to it and submits an activity report to the Committee at the end of every year.
Compliant
44.The risk management and control policy identifies at least the following:
a) The different types of risk (operational, technological, financial, legal, reputation-related, etc.) to which the company is exposed,
including contingent liabilities and other off-balance sheet risks among financial and economic risks;
b) The level of risk that the company considers acceptable;
c) The measures planned to mitigate the impact of identified risks should they materialise;
d) The internal control and information systems that will be used to control and manage the aforementioned risks, including contingent
liabilities or off-balance sheet risks.
See section: E
Compliant
ANNUAL CORPORATE GOVERNANCE REPORT
