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B.2. Explain the decision-making process to shape the remuneration policy envisaged for
future years, and the role played, where appropriate, by the Remuneration Committee.
Pursuant to the Board of Directors' Regulations, the Appointments and Remuneration
Committee is the body competent to propose the remuneration policy of the directors to
the Board of Directors. This Committee is also responsible for ensuring compliance with
the remuneration policy established from time to time, and moreover informs on the
Directors' Annual Remuneration Report.
The current breakdown of this Committee complies with article 529.15 of the Spanish
Companies Law and accordingly, it is exclusively formed by non-executive directors, two of
which are independent directors and one of which is its chairman. However, it does not
comply with that set forth by Recommendation 49 of the Unified Code of Good Governance
for listed corporations (in accordance with which most of the directors forming part of this
Committee must be independent), since of its five members, two are independent
(including the chairman), and the other three are non-executive significant shareholder-
appointed directors. Nevertheless, in line with the Company's shareholder structure, it was
considered that this percentage of independent directors ensures an adequate balance in
the breakdown of the Committee and, furthermore, that it is higher than that existing at
other associated bodies.
The main points of the remuneration policy and its subsequent adaptations or
modifications are defined and promoted by the Chairman of the Board and by the CEO.
After they are reviewed, implemented and informed upon by the Appointments and
Remuneration Committee. The appropriateness and timeliness of requiring, where
appropriate, the involvement of specialised external advisors for this area will be decided
upon by the Committee itself, which will also establish the amount of its fees and the
remaining conditions in which its work should be performed, including the specific scope
thereof, based on the Company's needs and characteristics.
In the event the Chairman of the Board of Directors or the CEO considers it necessary to
make any change to the remuneration policy of directors, the promoter of the initiative
must prepare the related proposal, which will be submitted to an analysis by the
Appointments and Remuneration Committee so that it may, following the pertinent
assessment, report on it. Subsequently, it must be approved by the Company's Board of
Directors and, where appropriate, notified to the General Shareholders’ Meeting pursuant
to the applicable regulations.
B.3. Explain the incentives established by the Company in the remuneration system to
reduce the exposure to excessive risks and adapt it to the Company's long-term targets,
values and interest.
Both the Appointments and Remuneration Committee and the Board of Directors consider
that the structure of the system implemented for directors' remuneration in itself makes it
objectively impossible for there to be exposure to any risk, since the variable portion of the
remuneration has a maximum limit which, as stated, is tied exclusively, directly and
immediately to fixed remuneration, whose payment depends, in turn, on the economic