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30.
Companies should establish rules obliging directors to inform the Board of any circumstance
that might undermine the organization's name or reputation, tendering their resignation as the
case may be, with particular mention of any criminal charges brought against them and the
progress of any subsequent proceedings.
If a director is indicted or tried for any of the crimes stated in article 213 of the Spanish
Companies Law, the Board should 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/her position.
The Board should also disclose all such determinations in the Annual Corporate Governance Report.
See headings:
C.1.42, C.1.43
Complies
31.
The directors should clearly express their opposition when they consider that a decision
proposal submitted to the Board may not be in the Company’s best interest. In particular,
independent directors and other directors unaffected by the potential conflict of interest should
challenge any decision that could go against the interests of shareholders lacking Board
representation.
When the Board adopts material or reiterated resolutions on issues about which a director
has expressed serious reservations, said director must draw the pertinent conclusions.
Directors resigning for such causes should set out their reasons in the letter referred to in
the next Recommendation.
This Recommendation should also apply to the Secretary to the Board, even if the Secretary is
not a director.
Complies
32.
If leaving office before the end of his/her term, be it due to resignation or to other motives, the
director should explain the reasons in a letter sent to all Board members. Whether or not such
resignation is filed as a significant event, the reasons behind the cessation must be explained in the
Annual Corporate Governance Report.
See heading:
C.1.9
Complies
33.
Remuneration comprising the delivery of shares in the company or other companies in the group,
share options or other share-indexed instruments, payments indexed to the company’s
performance or membership of pension schemes should be confined to executive directors.
The delivery of shares is excluded from this Recommendation when directors are conditioned
to retain them until the end of their term of office.
Complies
34.
Non-executive directors' remuneration should sufficiently compensate them for the dedication,
abilities and responsibilities that the post entails, but should not be so high as to compromise their
independence.
Complies
35.
Deductions should be made to remuneration linked to Company earnings, for any
qualifications stated in the external auditors' report that reduce such earnings.
Complies
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 the general progress of the markets or the Company’s sector, or other similar circumstances.
Complies