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The proposal for the appointment or re-election of directors submitted by the Board to
the Shareholders’ General Meeting, as well as the provisional appointment by co-
option, will require the prior relevant report and, in the case of the independent
directors, a preliminary proposal from the Appointments and Remuneration
Committee.
From the moment of the publication of the announcement of the Shareholders' Meeting,
the Board of Directors will publish through its web page the following information on
those persons proposed to be appointed or ratified as directors: (i) the professional and
biographical profile; (ii) other Boards of Directors to which he/she belongs, be they
listed companies or otherwise; (iii) indication of the type of directorship, where
appropriate, indicating, in the event of significant-shareholder appointed directors, the
shareholder at whose request they have been appointed, re-elected or ratified or with
whom they have links; (iv) the date of his/her first appointment as Company director as
well as subsequent appointments; (v) Company shares and derivative financial
instruments whose underlying is Company shares, whose owner is either the director
whose post is going to be ratified or re-elected, or the candidate to occupy the post of
director for the first time. Such information will be kept up to date.
Re-election
(article 14.1 of the Board of Directors' Regulations)
The directors will exercise their duties during the period established in the Articles of
Association (six years), and may be re-elected one or more times for periods of equal
duration.
Assessment
(article 16 of the Board of Directors' Regulations)
The Chairman of the Board of Directors is responsible for organizing and coordinating
with the chairpersons of the related Committees, the periodic assessment of the Board,
and, where appropriate, that of the Chief Executive Officer or of the first executive.
Removal
(article 15 of the Board of Directors' Regulations)
Directors will no longer hold their offices when so decided by the General Shareholders'
Meeting, when they notify their resignation to the company and once their term of office
has elapsed.
The directors must offer their resignation to the Board of Directors and execute the
related resignation in the cases detailed in the following section C.1.21 of this Report.
The Board of Directors will refrain from proposing the dismissal of any independent
director before the end of the statutory term for which he/she was appointed, unless
there are justified reasons, in the opinion of the Board and subject to a prior report
from the Appointments and Remuneration Committee. A justified reason will be
deemed to exist when the Director has not complied with the duties inherent to his/her
position or has committed any of the actions preventing his/her classification as
independent director.
The removal of independent directors may also be proposed when a takeover bid,
merger or similar corporate operation produces changes in the company’s shareholder
structure, in order to meet the proportionality criterion set out in article 12.1 of the
Board of Directors' Regulations.
When, as a result of resignation or for other reasons, a director, Secretary or Deputy
Secretary to the Board of Directors leaves his/her post before the end of his/her term of
office, he/she must explain the reasons in a letter submitted to all the Board members,
without prejudice to the fact that this cessation is notified as a significant event to the
Spanish National Securities Market Commission and that the reason for the cessation is
explained in the Annual Corporate Governance Report. In particular, in the event that
the resignation is due to the fact that the Board has adopted significant or reiterated
decisions with respect to which the director has evidenced serious reservations which