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It is recommended that the competences attributed here to the Board should not be delegated, with
the exception of thosementioned in b) and c), whichmay be adopted by the Executive Committee in
urgent cases and later ratifiedby theplenaryBoardmeeting.
Seeheadings: D.1andD.6
Complies
9.
In the interests of maximum effectiveness and participation,
the Board of Directors should ideally
compriseno fewer than fiveandnomore than fifteenmembers.
Seeheading: C.1.2
Complies
10.
Non-executive significant-shareholder appointed and independent directors should occupy an
amplemajority of Board places, while the number of executive directors should be theminimum
required to deal with the complexity of the corporate Group and to reflect the ownership
interests theyhold.
Seeheadings: A.3andC.1.3.
Complies
11.
Amongst non-executive directors, the ratio between the number of significant-shareholder appointed
and independent directors should reflect the percentage of shares held by the Company that the
significant-shareholder appointeddirectors represent and the remaining share capital.
These strict proportionality criteria can be relaxed so the percentage of significant-shareholder
appointeddirectors is greater than thatwhichwould correspond to the total percentageof capital they
represent:
1.
In large capitalization companies where few or no equity stakes attain the legal threshold to be
considered significant shareholdings, but shareholders exist with shareholder packages of high
absolutevalue.
2.
In companieswith a plurality of shareholders representedon the Boardbut not otherwise related
toeachother.
Seeheadings:
A.2, A.3andC.1.3
Complies
12.
Independent directors shouldaccount for at least one thirdof total directors.
Seeheading:
C.1.3
Explain
Of the total Board members, three are independent. The percentage represented by the number of
independent directorsover the total directors is similar to thepercentageof share capital not linked toa
significant shareholding.
13.
The Board should explain the type of each directorship to the GSM, which should appoint the director
or ratify his/her appointment. This shouldbe confirmedor reviewedeach year in theAnnual Corporate
GovernanceReport, after verificationby theAppointments Committee. Said report should alsodisclose
the reasons for the appointment of significant-shareholder appointed directors at the behest of
shareholders controlling less than 5% of capital; and it should explain any rejectionof a formal request
for a Boardposition from shareholderswhose equity stake is equal to or greater than that of others at
whose request significant-shareholder appointeddirectorswouldhavebeennominated.
Seeheadings:
C.1.3andC.1.8
