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should neither exercise nor delegate their voting rights, and should withdraw from the meeting
room while the Board deliberates and votes.
It is recommended that the competences attributed here to the Board should not be delegated, with
the exception of those mentioned in b) and c), which may be adopted by the Executive Committee in
urgent cases and later ratified by the plenary Board meeting.
See headings: D.1 and D.6
Complies
9.
In the interests of maximum effectiveness and participation,
the Board of Directors should ideally
comprise no fewer than five and no more than fifteen members.
See heading: C.1.2
Complies
10.
Non-executive significant-shareholder appointed and independent directors should occupy an
ample majority of Board places, while the number of executive directors should be the
minimum required to deal with the complexity of the corporate Group and to reflect the
ownership interests they hold.
See headings: A.3 and C.1.3.
Complies
11.
Amongst non-executive directors, the ratio between the number of significant-shareholder
appointed and independent directors should reflect the percentage of shares held by the company
that the significant-shareholder appointed directors represent and the remaining share capital.
This strict proportionality criterion can be relaxed so the percentage of significant-shareholder
appointed directors is greater than that which would correspond to the total percentage of capital
they represent:
1.
In large capitalization companies where few or no equity stakes attain the legal threshold to be
considered significant shareholdings, but shareholders exist with shareholder packages of high
absolute value.
2.
In companies with a plurality of shareholders represented on the Board but not otherwise
related to each other.
See headings:
A.2, A.3 and C.1.3
Complies
12.
Independent directors should account for at least one third of total directors.
See heading:
C.1.3
Explain
Of the total Board members, three are independent. The percentage represented by the number of
independent directors over the total directors is similar to the percentage of share capital not linked
to a significant shareholding.
13.
The Board should explain the type of each directorship to the GSM, which should appoint the
director or ratify his/her appointment. This should be confirmed or reviewed each year in the
Annual Corporate Governance Report, after verification by the Appointments Committee. Said
report should also disclose the reasons for the appointment of significant-shareholder appointed
directors at the behest of shareholders controlling less than 5% of capital; and it should explain any
rejection of a formal request for a Board position from shareholders whose equity stake is equal to
or greater than that of others at whose request significant-shareholder appointed directors would
have been nominated.