58 ANNUAL CORPORATE GOVERNANCE REPORT
55. The company reports, in a separate document or in the management report, on matters related to corporate social responsibility, using
one of the internationally accepted methodologies to do so.
Complies
56.Directors’ remuneration is sufficient to attract and retain Directors with the desired profile and to remunerate the dedication, qualification
and responsibility that the post demands, but not so high as to compromise the independent opinion of non-executive Directors.
Complies
57. Variable remuneration linked to company and personal performance is limited to executive Directors, in addition to remuneration with
shares, options or rights over shares or instruments referenced to share value and long-term savings systems such as pension plans,
retirement plans or other social benefits systems.
Giving shares by way of remuneration to non-executive Directors may be contemplated when this is conditional on said shares being
retained until they cease to be Directors. The foregoing will not be applicable to shares that a Director needs to dispose of, as appropriate,
to pay for the costs related to their acquisition.
Complies
58.In the case of variable remuneration, payment policies incorporate the limits and technical safeguards required to ensure that such
remuneration is in line with the professional performance of the beneficiaries and is not solely derived from the general evolution of the
markets or the business sector of the company or from other similar circumstances.
In particular, the variable components of remuneration:
a) Are bound to performance criteria that are predefined and measurable and that such criteria consider the risk assumed to obtain a
result.
b) Promote the company’s sustainability and include non-financial criteria that are appropriate for the creation of long-term value, such
as compliance with the company’s internal rules and procedures and its policies for risk control and management.
c) Are set up on the basis of a balance between fulfilling objectives in the short-, medium- and long-term that make it possible to reward
continuous performance during a period of time that is sufficient to appreciate the contribution to sustainable creation of value, in such
a way that the elements for measuring this performance are not solely based around one-off, occasional or extraordinary events.
Complies
59.Payment of a significant part of variable components of remuneration is deferred for a sufficient minimum period of time to verify that the
remuneration terms previously set up have been fulfilled.
Explain
Variable remuneration is not deferred, as it is considered that the variable remuneration of a Chief Executive is not relevant enough to
propose this measure.
60.Remuneration linked to the results of the company shall take into consideration any possible qualifications in the auditor’s report that
might reduce such results.
Not applicable
61. A significant percentage of the executive Directors’ variable remuneration is linked to the handover of shares or financial instruments
referenced to their value.
Partially complies
The Company’s Chief Executive already has a long-term variable remuneration system that is linked to the company’s performance and
referenced to the value of its shares. This Company has not thought it necessary for annual variable remuneration to also be linked to the
company’s shares.
62.Once the shares or options or rights over shares relating to the remuneration system have been allotted, the Directors may not transfer
ownership of a number of shares equivalent to twice their annual fixed remuneration, nor may they exercise the options or rights until a
period of, at least, three years has passed since their allotment.
The foregoing will not be applicable to shares that a Director needs to dispose of, as appropriate, to pay for the costs related to their
acquisition.
Partially complies
With regard to multi-year variable remuneration, there is a one year holding period for the Chief Executive for the total of performance
shares and the total of the cycle.