34
Indicate whether these contracts must be communicated to, and/or approved by the governing bodies of the company or its group:
Board of Directors
General Shareholders’ Meeting
Body that authorises the clauses
YES
NO
YES
NO
Is the General Shareholders’ Meeting notified of the clauses?
X
C.2 Committees of the Board of Directors
C.2.1 List all the committees of the Board of Directors, their members and the proportion of Executive, Proprietary, Independent and other
external Directors thereon:
EXECUTIVE COMMITTEE
First Name
Position
Category
MR JOSE ANTONIO CASTRO SOUSA
CHAIRMAN DEPUTY
Proprietary
MR CHARLES MOBUS
CHAIRMAN
Proprietary
MR FEDERICO GONZÁLEZ TEJERA
MEMBER
Executive
MR XIANYI MU
MEMBER
Proprietary
MR FRANCISCO JAVIER ILLA RUIZ
MEMBER
Proprietary
MR ALFREDO FERNÁNDEZ AGRAS
MEMBER
Proprietary
% of Executive Directors
17.00%
% of Proprietary Directors
83.00%
% of Independent Directors
0.00%
% of other external Directors
0,00%
Explain the functions of this committee, describe its organisational and working procedures and rules and summarise its most important
activities during the financial year.
The Executive Committee shall comprise at least three but no more than nine Directors, appointed by the Board of Directors. In terms of the
qualitative composition of the Executive Committee, the Board shall ensure that the different types of Director represented will be similar to that
of the main Board and its secretary will be the secretary of the Board. The Chairman of the Executive Committee shall be chosen by the body
itself from the Directors that comprise it. The Chairman of the Executive Committee may be a Director other than the Chairman of the Board
of Directors. The Chairman of the Executive Committee shall alternate turns presiding the General Shareholders’ Meeting with the Chairman of
the Board of Directors.
In all events, the valid appointment or re-election of members of the Executive Committee shall require the favourable vote of at least two thirds
of the members of the Board of Directors.
Given its delegated powers, the Executive Committee will resolve all those issues not reserved for the exclusive competency of the plenary
Board of Directors by law or the Articles of Association, reporting to the Board.
The Executive Committee will provide prior examination of those issues submitted to the plenary Board of Directors which have not been
previously examined or proposed by the Appointments, .Remuneration and Corporate Governance Committee or the Audit and Control
Committee
The Executive Committee has the mission of providing perspective and a broad vision both to the Board of Directors and the executive team,
providing their experience in the preparation of relevant materials, training and guidance on matters that are key to the Company’s future,
thereby facilitating the Board of Directors’ decision-making process in the matters of their competence.
The Executive Committee may apply said function to matters such as:
1.
Investments and financing
2.
Strategy for acquisitions and identifying possible objectives
3.
Business model
4.
Cost structure
5.
Long-term vision in asset management
6.
Group structure
ANNUAL CORPORATE GOVERNANCE REPORT
