63
36.
In the case of variable payments, remuneration policies should include the limits and technical
safeguards required to ensure they reflect the professional performance of the beneficiaries and not
simply thegeneral progressof themarketsor theCompany’s sector, or other similar circumstances.
Complies
37.
When the Company has an Executive Committee, the breakdown of its members by director
category should be similar to that of the Board itself. The Secretary to the Board should also act as
secretary to theExecutiveCommittee.
Seeheadings:
C.2.1andC.2.6
Compliespartially
This Recommendation is not complied with insofar as the composition of the Executive Committee
complies with the proportionality rule, given that there are no independent Board members. In
accordance with the Recommendation, the Board's Secretary holds the same post on the Executive
Committee.
38.
The Board should always be kept fully informed of the business transacted and the resolutions
adopted by the Executive Committee. To this end, all Board members should receive a copy of the
Committee’sminutes.
Complies
39.
In addition to theAudit Committeemandatory under the SecuritiesMarket Law, theBoardof Directors
should formaCommittee, or two separate committees, forAppointments andRemuneration.
The rules governing the compositionand functioningof theAudit Committee and the Appointments
and Remuneration Committee(s) should be set forth in the Board's Regulations, and include the
following:
a)
The Board of Directors should appoint themembers of such Committees taking into account the
knowledge, skills and experience of its directors and the tasks of each Committee; discuss their
proposals and reports; and must notify it, in the first plenary Board meeting following each
meeting, of its activityandbeanswerable for theworkperformed;
b)
These Committees should be formed exclusively by non-executive directors and have a
minimum of three members. Executive directors or senior management may also attend
meetings at theCommitteemembers’ express invitation.
c) Committees shouldbe chairedby independent directors.
d)
They may engage external advisers, when they feel this is necessary for the discharge of
their duties.
e)
Meetingproceedings should includeminutes anda copy sent toall Boardmembers.
Seeheadings:
C.2.1andC.2.4
Complies
40.
The jobof supervising compliance with internal codes of conduct and corporate governance rules
should be entrusted to the Audit Committee, the Appointments Committee or, as the case may
be, separate Compliance or CorporateGovernanceCommittees.
Seeheadings:
C.2.3andC.2.4
Complies
41.
All members of the Audit Committee, particularly its Chairman, should be appointed with regard to
their knowledgeandbackground inaccounting, auditingor riskmanagement.
Complies
