57
48.Companies with high capitalisation have separate appointments and remuneration committees..
Not applicable
49.The appointments committee consults the chairman of the Board of Directors and the chief executive of the company, particularly
regarding issues concerning executive Directors.
And that any Director can request the appointments committee to take into consideration potential candidates to cover any Director
vacancies, if, in their opinion, they deem the candidate appropriate.
Complies
50.The remuneration committee carries out its functions independently and, apart from the functions allotted to it by the law, also carries out
the following:
a) Propose the basic conditions of contracts for senior management to the Board of Directors.
b) Monitor compliance with the remuneration policy established by the company.
c) Periodically review the remuneration policy applicable to Directors and senior management, including systems of remuneration with
shares and their application, in addition to ensuring that individual remuneration is proportionate to that paid to the company’s other
Directors and senior management.
d) Ensure that possible conflicts of interest do not affect the independence of the external advice given to the committee.
e) Verify the information regarding Directors’ and senior management’s remuneration contained in the various corporate documents,
including the annual report on Directors’ remuneration.
Complies
51. The Remuneration Committee consults the chairman and the Chief Executive Director of the company, particularly regarding issues
concerning executive Directors.
Complies
52. The rules on the composition and functioning of the supervision and control committees are contained in the Board of Directors’
rules and are consistent with those applicable to the committees that are legally mandatory in accordance with the above-mentioned
recommendations, including:
a) That they are exclusively made up of non-executive Directors, with a majority of independent Directors.
b) The chairmen are independent Directors.
c) The Board of Directors appoints the members of these committees taking into account the knowledge, skills and experience of the
Directors and the tasks of each committee; it discusses their proposals and reports, and during the first plenary session following their
meetings, gives account of their activities which responds to the work carried out;
d) The committees have access to external advice when they deem it necessary to perform their duties.
e) Minutes of their meetings are drawn up and made available to all the Directors.
Not applicable
53. Supervision of compliance with the corporate governance rules, internal rules of conduct and corporate social responsibility policy is the
responsibility of one or distributed amongst several committees of the Board of Directors which may include the audit, appointment or
corporate social responsibility committee, if there is one, or a specialist committee that the Board of Directors, exercising its powers of
self-organisation, decides to create for that purpose, to which the following functions are given, as a minimum:
a) Supervise compliance and internal codes of conduct, as well as the company’s rules of corporate governance
b) Supervise the communications strategy and relationship with shareholders and investors, including small and medium shareholders.
c) Periodically assess the adequacy of the company’s corporate governance system, for the purpose that it complies with its mission to
promote company interests and takes into account, as appropriate, the legitimate interests of other stakeholders.
d) Review the company’s corporate responsibility policy, ensuring that it is directed at creating value.
e) Monitor corporate social responsibility strategy and practices and assess the level of compliance therewith.
f) Supervise and assess relationship processes with the various stakeholders.
g) Assess all matters relating to the company’s non-financial risks including operational, technological, legal, social, environmental,
political and reputational.
h) Coordinate the process for non-financial and diversity information reporting in accordance with applicable regulations and international
reference standards.
Complies
54.The corporate social responsibility policy includes the principles or undertakings that the company assumes voluntarily in its relationships
with the various stakeholders and identifies, as a minimum:
a) The aims of the corporate social responsibility policy and the development of support tools.
b) Corporate strategy in relation to sustainability, the environment and social matters.
c) Specific practices in matters related to: shareholders, employees, customers, suppliers, social matters, the environment, diversity, tax
responsibility, respect for human rights and the prevention of illegal behaviour.
d) The methods or systems for monitoring the results of the application of specific practices listed under the previous letter, associated
risks and their management.
e) Mechanisms for supervising non-financial risk, company ethics and behaviour.
f) Channels for communication, participation and dialogue with stakeholders.
g) Responsible communication practices that avoid the manipulation of information and protect integrity and honour.
Complies
ANNUAL CORPORATE GOVERNANCE REPORT
