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APPOINTMENTS, REMUNERATION AND CORPORATE GOVERNANCE COMMITTEE
First Name
Position
Category
MR FRANCISCO ROMÁN RIECHMANN
CHAIRMAN
Independent
MR JOSE MARÍA LÓPEZ ELOLA
MEMBER
Independent
MS KORO USARRAGA UNSAIN
MEMBER
Independent
MR ALFREDO FERNÁNDEZ AGRAS
MEMBER
Proprietary
MR FRANCISCO JAVIER ILLA RUIZ
MEMBER
Proprietary
MR XIANYI MU
MEMBER
Proprietary
% of Proprietary Directors
50.00%
% of Independent Directors
50.00%
% of other external
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.
This Committee shall be comprised of a minimum of three and maximum of six Directors. They shall be exclusively non-executive Directors
appointed by the Board, two of whom, at least, must be Independent Directors. The Chairman of the Committee shall be chosen by the
Independent Directors that comprise it.
Area of competence:
1. Evaluate the skills, knowledge and experience necessary on the Board of Directors. For these purposes, it shall define the abilities and
functions required by candidates to cover each vacancy, and assess the time and dedication required to correctly carry out their functions.
2. Establish a representation goal for the less represented sex on the Board of Directors and create guidelines for how to achieve said goal.
3. Pass along to the Board of Directors proposals for appointments of Independent Directors for their designation by co-opting or for their
submission to the decision of the General Shareholders’ Meeting, as well as proposals for the re-election or removal of said Directors by the
General Shareholders’ Meeting.
4. Inform the Board of proposals for appointments of remaining Directors for their designation by co-opting or for their submission to the
decision of the General Shareholders’ Meeting, as well as proposals for their re-election or removal by the General Shareholders’ Meeting.
5. Provide notification of proposals for appointing or removing senior management and the basic conditions of their contracts.
6. Examine or organise the Chairman of the Board’s and the chief executive’s succession and, if appropriate, bring proposals before the Board
so that such successions are effected in an orderly fashion.
7. Propose to the Board of Directors the remuneration policy for the Directors and general managers or for those who perform functions of
upper management that are directly dependent upon the Board, the Executive Committees
or Chief Executives, as well as individual remuneration and other contractual conditions for executive Directors, ensuring their compliance.
8. Supervise and monitor compliance with corporate governance rules and with the corporate social responsibility policy and plan, proposing
any necessary Reports to the Board.
9. Periodically evaluate the suitability of the corporate governance system, with the aim of ensuring that it fulfils its mission of promoting the
company’s interests.
The Board of Directors shall be informed of all the tasks carried out by the this Committee during its first meeting, and in all events the
corresponding documentation shall be made available to the Board so that it can take these actions into consideration when performing its
duties.
This Committee shall meet as often as considered necessary by its Chairman, or when requested by two of its members or the Board of Directors.
Furthermore, those other Directors who have expressed an interest and have been authorised by the Board of Directors may attend and
participate in this Committee’s meetings, with the right to speak but not vote, until they no longer hold their position. Said Directors without
a vote will receive the same information and meeting announcements as the other voting Directors on the Appointments, Remuneration and
Corporate Governance Committee at the same time.
ANNUAL CORPORATE GOVERNANCE REPORT
