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The Board deliberates on the Committee's proposals and reports. The Committee will
report its activities and the work performed on the occasion of the first plenary
meeting of the Board held after each one of the meetings of the Committee.
Committee name
APPOINTMENTS AND REMUNERATION COMMITTEE
Brief description
Article 43 of the Articles of Association and article 25 of the Board of Directors'
Regulations.
The Appointments and Remuneration Committee is formed by no less than three (3)
and no more than five (5) non-executive directors, appointed by the Board from among
its members, taking into account the knowledge, aptitudes and experience of the
directors and the tasks of the Committee. The Chairman of the Appointments and
Remuneration Committee is appointed by the Committee itself from among its
independent members for a maximum period of four (4) years, and he/she may be
successively re-elected. The Secretary is that of the Board of Directors or a Deputy
Secretary. In the event that the Secretary of the Committee is absent, the Committee
member appointed by him/her from among the attendees at the meeting in question
will act as Secretary.
The Committee meets following an announcement by the Chairman, when he/she
deems it appropriate, and as requested by at least three of its members, by the
Executive Committee or the Chief Executive Officer. The Appointments and
Remuneration Committee is validly constituted when the number of directors present
or duly represented exceeds the number of absent directors, and it adopts its
resolutions by absolute majority of the attendees. The Chairman has the casting vote.
The Committee meetings may be attended by executive directors, when expressly
agreed by the Committee members. Likewise, the Committee may convene any
Company employee or director, and even arrange for them to appear without the
presence of any other director. It may seek the advisory services of outside
professionals (article 34.6 of the Board of Directors' Regulations).
The Board deliberates on the Committee's proposals and reports. The Committee will
report its activities and the work performed on the occasion of the first plenary
meeting of the Board held after each one of the meetings of the Committee.
C.2.5
Indicate, where appropriate, the existence of regulation of the Board committees, the
place in which they are available for consultation and the amendments made in the
year. In turn, indicate if any annual report on the activities of each committee has been
prepared voluntarily.
No specific regulations exist with respect to Board Committees. Such rules are included
in the Board of Directors' Regulations, which establish the competences, breakdown,
etc. of such committees, and which are available for consultation on the Spanish
National Securities Market Commission (CNMV) web page and on the corporate web
page.
In the areas relating to the organisation and functioning of the committees which are
not expressly envisaged in the Board of Directors' Regulations, as stated therein, the
rules established in relation to the Board are applied, provided that they are compatible
with the nature and function of the committee in question.
Each Board of Directors' committee annually approves a report on the activity carried
on in the year, reporting on it to the Board of Directors.
C.2.6
Indicate if the composition of the Executive Committee reflects the participation on the
Board of the different directors based on their status:
Yes No X