30
C.1.26 Indicate whether the Articles of Association or the Board Regulations establish any age limit for Directors:
NO
C.1.27 State whether the articles of association or the Board Regulations establish a limited mandate for Independent Directors, other than as
provided for in the legal regulations:
NO
C.1.28 Indicate whether the Articles of Association or the Regulations of the Board of Directors establish specific rules for delegating votes
to the Board of Directors, how this should be done, and in particular, the maximum number of delegations any Director may have, and
whether there is any limit as to the Director category to which votes may be delegated, other than the limitations imposed by law. If so,
give a brief summary of these rules.
Article 13 of the Regulations of the Board establishes the rules for delegating votes, stipulating that “All shareholders entitled to attend may
be represented at the Shareholders’ Meeting by another party, even if that party is not a shareholder. The representation must be conferred
under the terms and with the scope established by law, in writing and for each specific meeting... The documents in which such delegations or
proxies for the General Meeting appear shall reflect voting instructions. If no such express voting instructions appear, it shall be construed that
the proxy holder shall vote in favour of the proposals put forward by the Board of Directors for resolutions on the items included in the agenda.
If no voting instructions have been given because the General Shareholders’ Meeting will be voting on matters that, at the time the delegation
was granted, were not included on the agenda and were therefore unknown, the representative may vote in the way they consider most benefits
the interests of the Company. The same shall apply when the corresponding proposal or proposals put to the vote have not been drafted by the
Board of Directors. Should the proxy or delegation document fail to indicate the specific person to whom the shareholder wishes to grant proxy,
it shall be construed to have been granted to the Chairman of the Meeting or to the person he/she may designate.... Representation will always
be revocable. If the represented party attends the Meeting in person, the representation shall be deemed to be revoked.”
As a result, any person (whether a shareholder or not) may be designated as a proxy, and if a specific person is not identified as a proxy, it shall
be understood to have been granted to the Chairman of the meeting or to the person he/she may designate, without establishing a maximum
number of delegations that any Director may have.
C.1.29 Indicate the number of meetings that the Board of Directors has held over the year. Also indicate, as applicable, the number of times that
the Board has met without its Chairman attending. The calculation of attendance includes representations made with specific instructions.
Number of Board meetings
17
Number of Board meetings not attended by the Chairman
0
If the Chairman is an executive Director, indicate the number of meetings held with no attendance or representation of any executive Director
and under the chairmanship of the coordinating Director.
Number of meetings
0
State the number of meetings held by the different Board Committees over the year:
Committee
No. of Meetings
EXECUTIVE COMMITTEE
3
AUDIT AND CONTROL COMMITTEE
7
APPOINTMENTS, REMUNERATION AND CORPORATE GOVERNANCE COMMITTEE
11
C.1.30 State the number of meetings that the Board of Directors has held during the year with the attendance of all of its members. The
calculation of non-attendance includes representations made with specific instructions:
Number of meetings attended by all the Directors
17
Attendances as a percentage of total votes during the year
100.00%
ANNUAL CORPORATE GOVERNANCE REPORT
