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have led him/her to resign, such circumstances will be expressly stated in the
resignation letter addressed to the remaining members.
C.1.20
Indicate whether the Board of Directors assessed their activity in the year:
Yes X No
Where appropriate, explain to what extent the self-assessment gave rise to significant
changes in internal organisation and in the procedures applicable to their activities:
C.1.21
Indicate the cases in which directors are obliged to resign.
According to article 15 of the Board of Directors' Regulations, directors will offer their
resignation to the Board of Directors and execute the relevant dismissal in the
following cases, if considered appropriate by the Board:
a) When internal or executive directors no longer hold the executive or management
offices to which their appointment as directors was linked.
b) When the shareholder represented by the significant-shareholder appointed
directors sells its whole shareholding or when such shareholder reduces its
shareholding up to a limit that requires a reduction in the number of its significant-
shareholder appointed directors.
c) When an independent director unexpectedly commits any of the actions preventing
his/her classification as an independent director.
d) When they are subject to any of the incompatibilities or prohibitions set out by
the legislation in force.
e) When they are seriously reprimanded by the Appointments and Remuneration
Committee for having infringed their obligations as directors.
f) When the circumstances of the directors might damage the creditworthiness
and reputation of the company. In such cases, the director must immediately inform
the Board about the criminal proceedings in which he/she is involved as defendant, as
well as the subsequent outcome.
g) When a director is indicted or tried for any of the crimes stated in article 213 of the
Spanish Companies Law, the Board will 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 post. Accordingly, the Board should reasonably disclose all such information in
the Annual Corporate Governance Report.
Exceptionally, that previously indicated in the resignation causes envisaged in letters
a), b) and c) will not apply when the Board of Director considers, subject to a report by
the Appointments and Remuneration Committee, that causes exist justifying the
director's non-dismissal, without affecting the impact new unexpected circumstances
may have on the director's rating.
Description of changes
The self-assessment of the Board of Directors was performed for the first time in 2013
by filling out a questionnaire, prepared by the Appointments and Remuneration
Committee and approved by the Board, which also included matters relating to Board
Committees, the Chairman and the CEO. In 2014, a self-assessment was made using
this same questionnaire, whose findings were set out in a report which will be
submitted for the approval of the Board, subject to a report by the Appointments and
Remuneration Committee, together with an Action Plan for 2015. The 2014
assessment gave rise to changes related with the number of Board meetings,
establishing the approval of an annual calendar for the committees in which it was not
implemented. It also generated the practice of providing greater information to
directors on the legislative changes and regulatory projects which may affect them
and, in general, on all matters related with good corporate governance.