38 ANNUAL CORPORATE GOVERNANCE REPORT
During financial year 2015, the Appointments, Remuneration and Corporate Governance Committee held 11 meetings, dealing with the following
matters:
- Evaluation and proposal of appointments of Independent Directors with the aim of passing along said proposal to the Board of Directors for
their designation by co-opting or for their submission to the decision of the General Shareholders’ Meeting.
- 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 by the General Shareholders’ Meeting.
- Study the suitability of the regulations and of the Recommendations of the Code of Good Governance and prepare policies for selecting
Directors, ensuring that a representation goal is established for the least represented sex on the Board of Directors and creating guidelines
for achieving said goal.
- Review the Corporate Social Responsibility Policy.
- Evaluate the Board and Action Plans to correct any deficiencies detected.
- Provide notification of proposals for appointing or removing senior management and the basic conditions of their contracts.
- Notification of the appointment of the Board’s Chairman and Deputy Chairmen, examining and organising the succession of the Chairman of
the Board of Directors.
- Propose to the Board of Directors the remuneration policy for the Directors and general managers or for those who perform functions of upper
management, as well as the individual remuneration and other contractual conditions for the Chief Executive.
C.2.2 Fill in the table below with the information relating to the number of female Directors on Board of Directors’ committees in the last four
financial years:
Number of female Directors
2015
2014
2013
2012
Number
% Number
% Number
% Number
%
EXECUTIVE COMMITTEE
0.00%
0
0.00%
0
0.00%
0
0.00%
AUDIT AND CONTROL COMMITTEE
20.00%
0
0.00%
0
0.00%
0
0.00%
APPOINTMENTS, REMUNERATION AND
CORPORATE GOVERNANCE COMMITTEE
1
16.70%
0
0.00%
0
0.00%
1
33.33%
C.2.3 Paragraph repealed.
C.2.4 Paragraph repealed.
C.2.5 Indicate, as applicable, the existence of regulations governing the committees attached to the Board, where they are available for
consultation and any amendments that have been made to them during the year. Also state whether an annual report on the activities of
each committee has been voluntarily drafted.
The Company Articles of Association (Articles 45 - 48), and the Regulations of the Board of Directors (Articles 23 - 26) comprehensively cover
all regulations relating to the Board’s Committees. The aforementioned internal regulations of the Company are available on the company
website
), in the section “Information for Shareholders” - “Corporate Governance”. Said website also includes all information
regarding the composition of each Committee.
In financial year 2015, regulations have been modified several times, both in the Articles of Association (approved at the General Shareholders’
Meeting on 29 June 2015, as well as at the Extraordinary General Meeting on 11 December 2015), and in the Regulations of the Board (via Board
decisions dated 29 April, 27 July and 29 October 2015). The modifications were justified due to the passage of Law 31/2014, of 3 December,
amending the Corporate Enterprises Act to improve corporate governance, as well as the new Code of Good Governance of Listed Companies,
approved by an Agreement of the Board of the Spanish National Securities Market Commission dated 18 February 2015. Furthermore, the latest
innovations set out in Law 22/2015, of 20 July, on Account Auditing, have been included in the Regulations of the Board and the Articles of
Association.
The Audit and Control Committee and the Appointments, Remuneration and Corporate Governance Committee annually issue a report on the
activities they have carried out during the financial year.
C.2.6 Paragraph repealed.
