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C.1.20 ter Break down, as appropriate, the business relationship that the consultant or any company within its group maintains with the
company or any company in its group.
Not significant business relationships that consist of sporadic consulting on very specific issues, which arise occasionally from the matters dealt
with by the Appointments, Remuneration and Corporate Governance Committee.
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.
Article 14.2 of the Regulations of the Board of Directors also stipulates that 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 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they have been appointed are no longer valid.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.
b) Where they are subject to any incapacity, disqualification, prohibition or conflict of interests established in current legal provisions.
c) Where they are seriously reprimanded by the Appointments, Remuneration and Corporate Governance Committee for failing to comply with
any of their obligations as Directors.
d) When their continued presence on the Board may affect the good standing or reputation that the Company enjoys in the market, or put its
interests at risk in any other way. In this case, the Director must immediately inform the Board of the facts or procedural difficulties that affect
said reputation or risk.
C.1.22 Paragraph repealed.
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
C.1.25 Indicate whether the Chairman has the casting vote:
YES
Matters for which there is a casting vote
Resolutions will be passed by absolute majority of the votes of the Directors attending the meeting. In the event of a tie, the Chairman, or the Vice-chairman
substituting them, shall have the casting vote.
ANNUAL CORPORATE GOVERNANCE REPORT
