21
Selection
(article13of theBoardofDirectors' Regulations):
Thepersons proposed tohold theofficeof Directorwill have tomeet the requisites set out
at all times by the legal provisions in force and the Articles of Association, aswell as enjoy
recognized solvency, competence and professional prestige and possess the appropriate
knowledgeandexperience tohold suchoffice.
In order to be appointed a director, it is not necessary to be a shareholder, with the
exceptionof that legally envisaged for the co-optation system. Anypersons affectedby any
prohibitions or by the incompatibilities established by the applicable legislation and this
Regulationwill not beable tohold theofficeof directorsof theCompany.
Appointment
(article13of theBoardofDirectors' Regulations):
The members of the Board of Directors will be appointed by the General Shareholders’
Meeting, inaccordancewith the SpanishCompanies Lawand theArticlesof Association.
In the case of vacancies, the Boardmay appoint, through the system of co-optation, from
among the shareholders, those persons who will fill such vacancies until the first General
Meeting.
In theevent a legal person is nameddirector, itwill benecessary toappoint a singlenatural
person to permanently exercise the functions inherent to the position, whowill be subject
to the solvency, competence and experience requirements and to the system of
prohibitions and incompatibilities indicated in this article, and the directors' duties
stipulated in this Regulation will be personally claimable from him/her. The revocation of
his/her representative by the legal person-director will not take effect until the person
substitutinghim/her has beenappointed.
Theproposal for the appointment or re-electionof directors submittedby theBoard to the
Shareholders’ General Meeting, as well as the provisional appointment by co- option,
will require the prior relevant report and, in the case of the independent directors, a
preliminaryproposal from theAppointments andRemunerationCommittee.
From themoment of the publication of the announcement of the Shareholders' Meeting,
theBoardof Directorswill publish through itswebpage the following informationon those
persons proposed to be appointed or ratified as directors: (i) the professional and
biographical profile; (ii) other Boards of Directors to which he/she belongs, be they listed
companies or otherwise; (iii) indication of the type of directorship, where appropriate,
indicating, in the event of significant-shareholder appointed directors, the shareholder at
whose request they have been appointed, re-elected or ratified or with whom they have
links; (iv) the date of his/her first appointment as Company director aswell as subsequent
appointments; (v) Company shares and derivative financial instruments whose underlying
is Company shares, whoseowner is either thedirectorwhosepost is going tobe ratifiedor
re-elected, or the candidate to occupy the post of director for the first time. Such
informationwill bekept up todate.
