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Exceptionally, it is also possible to increase the individual variable remuneration of
directors, especially that of executives, via additional payments, relating to an
extraordinary incentive or remuneration, which would be linked to effectively attaining the
economic or strategic targets of specific importance for the Company. In such cases, the
Appointments and Remuneration Committee must assess the adequacy and timeliness of
such remuneration, together with its amount and possible beneficiaries, afterwards
submitting its proposal to the Board of Directors for approval. The directors receiving such
extraordinary remuneration must abstain both from the deliberation process on the Board
and from voting on the related resolutions.
It is also possible to reduce directors' remuneration, as happened in 2013, since
particularly adverse economic conditions prevailed, which involved a significant reduction
in earnings and the concomitant general expense adjustment policy.
A.5 Explain the main characteristics of the long-term savings systems, including retirement
and any other survival benefits, financed partially or in full by the Company, be they
provided internally or externally, with an estimate of their amount or annual equivalent
cost, indicating the type of plan, whether it is a defined benefit or contribution, the
conditions of the consolidation of economic rights to directors and their compatibility with
any type of indemnity for the early termination of the contractual relationship between the
Company and the director. Also indicate the contributions to directors as part of defined
contribution pension plans; or the increase in consolidated rights of the director, with
regard to defined benefit plan contributions.
There is no remuneration with this type of characteristics.
A.6. Indicate any indemnity payments agreed upon or paid in the event of termination of
directors' duties.
Indemnity clauses are only stipulated in executive director contracts. Their characteristics
are described in section A.7 of this report. In 2014, no amount was paid in connection with
this item.
A.7 Indicate the conditions which must be met under the contracts of those who perform
senior management functions as executive directors. Information will be provided, inter
alia, on the duration, indemnity payment limits, permanence clauses, advance notice
periods, and the payment as a substitution of this advance notice period, and any other
clauses relating to recruitment premiums, and indemnity payments or lock-in clauses for
the early termination of the contractual relationship between the Company and the
executive director. Include, among others, the non-competition, exclusivity, permanence or
loyalty-building and post-contractual non-competition clauses or agreements.
Contracts of those exercising senior management duties such as executive directors have
an indefinite term.
They must contain adequate clauses to ensure confidentiality in the use of information and
exclusivity in their professional relationship. They will also include: