62
Seeheadings:
C.1.2, C.1.9, C.1.19andC.1.27
Complies
30.
Companies should establish rules obliging directors to inform the Board of any circumstance that
might undermine the organization's name or reputation, tendering their resignation as the case
maybe,withparticular mention of any criminal chargesbrought against them and theprogressof any
subsequent proceedings.
If adirector is indicted or tried for any of the crimes stated in art. 213 of the SpanishCompanies
Law, the Board should examine the matter
as soon as possible and, in view of the particular
circumstances, decide whether or not he or she should continue in his/her position. The Board
shouldalsodiscloseall suchdeterminations in theAnnual CorporateGovernanceReport.
Seeheadings:
C.1.42, C.1.43
Complies
31.
The directors should clearly express their opposition when they consider that a decision
proposal submitted to the Board may not be in the Company’s best interest. In particular,
independent directors and other directors unaffected by the potential conflict of interest should
challenge any decision that could go against the interests of shareholders lacking Board
representation.
When the Board adopts material or reiterated resolutions on issues about which adirector has
expressed serious reservations, said director must draw the pertinent conclusions. Directors
resigning for such causes should set out their reasons in the letter referred to in the next
Recommendation.
This Recommendation should also apply to the Company Secretary, even if the Secretary is not a
director.
Complies
32.
If leavingofficebefore theendof his/her term, be it due to resignationor toothermotives, thedirector
should explain the reasons in a letter sent to all Boardmembers. Whether or not such resignation is
filedas a significant event, the reasons behind the cessationmust beexplained in theAnnual Corporate
GovernanceReport.
Seeheading:
C.1.9
Complies
33.
Remuneration comprising thedeliveryof shares in the companyor other companies in the group, share
options or other share-indexed instruments, payments indexed to the Company’s performance or
membership of pension schemes should be confined toexecutivedirectors.
Thedelivery of shares is excluded from this Recommendation when directors are conditioned to
retain themuntil theendof their termof office.
Complies
34.
Non-executivedirectors' remuneration should sufficiently compensate them for thededication, abilities
and responsibilities that the post entails, but should not be so high as to compromise their
independence.
Complies
35.
Deductions should be made to remuneration linked to Company earnings, for any qualifications
stated in theexternal auditors' report that reduce suchearnings.
Complies
