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C.1.21
Indicate the cases inwhichdirectors areobliged to resign.
According to article 15 of the Board of Directors' Regulations, directors will offer their
resignation to the Board of Directors and execute the relevant dismissal in the following
cases, if consideredappropriateby theBoard:
a) When internal or executive directors no longer hold the executive or management
offices towhich their appointment asdirectorswas linked.
b) When the shareholder represented by the significant-shareholder appointed directors
sells its whole shareholding or when such shareholder reduces its shareholding up to a
limit that requires a reduction in the number of its significant-shareholder appointed
directors.
c) When an independent director unexpectedly commits any of the actions preventing
his/her classificationas an independent director.
d)When theyare subject toany of the incompatibilities or prohibitions set out by the
legislation in force.
e) When they are seriously reprimanded by the Appointments and Remuneration
Committee for having infringed their obligations asdirectors.
f)When the circumstances of the directors might damage the creditworthiness and
reputationof theCompany. In such cases, thedirectormust immediately inform theBoard
about the criminal proceedings in which he/she is involved as defendant, as well as the
subsequent outcome.
g) When a director is indicted or tried for any of the crimes stated in article 213 of the
Spanish Companies Law, the Board will examine the matter as soon as possible and, in
view of the particular circumstances, decidewhether or not he or she should continue in
his post. Accordingly, the Board should reasonably disclose all such information in the
Annual CorporateGovernanceReport.
Exceptionally, that previously indicated in the resignation causes envisaged in letters a), b)
and c) will not apply when the Board of Director considers, subject to a report by the
Appointments and Remuneration Committee, that causes exist justifying the director's
non-dismissal, without affecting the impact new unexpected circumstances may have on
thedirector's rating.
C.1.22
Explain whether the function of Chief Executive Officer in the Company is met by the
Chairmanof theBoard. If so, indicate themeasures taken to limit the risks of accumulating
powers ina singleperson:
Yes No X
Measures to limit risks
The Board performed its self-assessment for the first time in 2013 and, consequently, no
changes have yet taken place, since the analysis was aimed at thewhole of that year and
the related report will be approved by the Board of Directors on the same date onwhich
this CorporateGovernanceReportwill be approved, and then themeasures tobe adopted
will bedecidedupon.
