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23. All Directors clearly express their opposition when they believe that a proposal for a decision presented to the Board of Directors may
not be in the Company’s interests. Particularly independent and other Directors who are not affected by any potential conflict of interest
should oppose decisions that may be detrimental to shareholders not represented on the Board of Directors.
When the Board of Directors adopts significant or repeated decisions about which a Director has serious reservations, the Director draws
the appropriate conclusions and, if they decide to resign, explains the reasons in the letter referred to in the following recommendation.
This recommendation also applies to the secretary of the Board of Directors, even though they may not be a Director.
Complies
24.When, due to resignation or for other reasons, a Director vacates their post before the end of their term, they explain the reasons in a
letter sent to every Member of the Board of Directors. And, notwithstanding the fact that this departure is reported as a significant event,
the reason for the departure is reported in the annual corporate governance report.
Complies
25. That the appointments committee ensures that non-executive Directors have sufficient time available to perform their duties properly.
That the company rules set out the maximum number of company boards that its Directors may belong to:
Complies
26.The Board of Directors is to meet as frequently as required to efficiently perform its functions, at least eight times a year, following the
schedule of dates and matters established at the start of the year, and each Director, individually, may propose other items not initially
included on the agenda.
Complies
27. Directors may only be absent when it is essential and the number of absences should be included in the annual corporate governance
report. When non-attendance is inevitable, the absent Director may nominate a proxy and provide instructions.
Partially complies
Certain non-executive Directors delegate their representation with instructions, taking into account the geographical distance and other
responsibilities that have been taken outside the company
28.When Directors or the secretary raise concerns about a proposal or, in the case of Directors, about the performance of the company, and
such concerns are not resolved by the Board of Directors, these concerns are recorded in the minutes at the request of the Director raising
them.
Complies
29.The company sets up appropriate channels so that Directors may obtain the advice needed to perform their duties, including, if the
circumstances deem fit, external advice payable by the company.
Complies
30.Independently of the knowledge demanded from the Directors to carry out their duties, the companies also offer Directors with the
opportunity to participate in knowledge refresher programmes where the circumstances so require.
Complies
31. The agenda at meetings clearly shows the points regarding which the Board of Directors must make a decision or adopt a resolution so
that the Directors can study them or gather the information needed for their adoption beforehand.
Where, exceptionally, on the grounds of urgency, the chairman wishes to submit decisions or resolutions for the Board of Directors’
approval which do not appear on the agenda, prior, express consent will be required from the majority of Directors present, and this will
be duly recorded in the minutes.
Complies
32. Directors are periodically informed about changes in shareholdings and the opinion that significant shareholders, investors and ratings
agencies have about the company and its group.
Complies
33. The chairman, being responsible for the effective functioning of the Board of Directors, in addition to carrying out the duties that are
legally and statutorily attributed thereto, prepares and submits a programme of dates and matters to be addressed to the Board of
Directors; organises and coordinates the periodic assessment of the board and, if necessary, the company’s chief executive; ensures that
sufficient time is given to the discussion of strategic matters, and agrees and reviews knowledge refresher programmes for each Director
where the circumstances so require.
Complies
ANNUAL CORPORATE GOVERNANCE REPORT
