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Committee member appointed by him/her from among the attendees at the meeting in
questionwill act as Secretary. The Secretary of theCommitteewill only be entitled to vote
if she/healsoperforms the functionof director andmember of theExecutiveCommittee.
The delegationof powers to the Executive Committee requires the favourable vote of two
thirds of the members of the Board of Directors, and may include all or a part of the
Board's powers, except those not delegable by law, by-laws or regulations. Itmay have an
undefinednature,while its revocation isnot agreeduponbyanequalmajority.
The Executive Committeemeets subject to an announcement by the Chairman, provided
that it is requested in theCompany's interest, on a regular basis, once amonth, unless not
deemednecessaryby theChairman.
The Committee is validly constituted with the direct assistance or by means of
representation of, at least, themajority of itsmembers, and adopts its resolutions by the
absolutemajority of itsmembers present or duly represented, always by another director
member of the Executive Committee. In case of tie, the Chairman will have the casting
vote.
The Secretary will be in charge of drafting the Minutes of each meeting of the
ExecutiveCommittee.
The Board of Directorsmust always have knowledge of thematters dealt with and of the
decisions adopted by the Executive Committee. With this objective, the Secretary to the
Board ensures that all Board members receive a copy of the Minutes of the Executive
Committeemeetings.
C.2.5
Indicate, where appropriate, the existence of regulation of the Board committees, the
place inwhich they areavailable for consultationand theamendmentsmade in theyear. In
turn, indicate if any annual report on the activities of each committee has been prepared
voluntarily.
No specific regulations exist with respect to Board Committees. Such rules are included in
the Board of Directors' Regulations, which establish the competences, breakdown, etc. of
such committees, and which are available for consultation on the Spanish National
SecuritiesMarket Commission (CNMV)webpageandon the corporatewebpage.
It is envisaged that each Committee of the Board of Directors will approve, on the same
date of approval of this Report by the Board, a report on the activity carried onby eachof
them in2013.
C.2.6
Indicate if the composition of the Executive Committee reflects the participation on the
Boardof thedifferent directorsbasedon their status:
Yes No X
If no, explain thebreakdownof its ExecutiveCommittee
