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itself. The proposed appointment or re-election of any non-independent director must also be preceded
by a report by the Appointments and Remuneration Committee.
Between the publication date of the announcement notice for the General Shareholders’ Meeting and the
date on which such meeting is held, the Company must publish, on an on-going basis, at least the
following information on its web page regarding the people proposed for appointment, ratification or re-
election as Board members: a) identity and curriculum; b) remunerated activities performed, whatever
their type; c) the category for which such people are proposed, highlighting, where appropriate, the
shareholder they represent or with which they are related; d) the date of their first appointment as
Company directors, and of any subsequent re-elections; e) shares of the Company, and share options
held by them, and f) the proposal and report mentioned. In the case of a legal entity, the information
must include that relating to the individual to be appointed as representative.
Re-election (article 13.1 of the Regulations)
The directors will exercise their duties during the period established in the Articles of Association (four
years), and may be re-elected one or more times for periods of equal duration.
Evaluation (article 15.2 of the Regulations)
The Chairman of the Board of Directors is responsible for organising and coordinating with the
chairpersons of the related Committees, the periodic assessment of the Board, and, where appropriate,
that of the Chief Executive Officer or of the first executive.
Resignation/Dismissal (article 14 of the Regulations)
Directors will no longer hold their offices when so decided by the General Shareholders' Meeting, when
they notify their resignation to the Company and once their term of office has elapsed.
The directors must offer their resignation to the Board of Directors and execute the related resignation
in the cases detailed in the following section C.1.21 of this Report.
The Board of Directors will refrain from proposing the dismissal of any independent director before the
end of the statutory term for which he/she was appointed, unless there are justified reasons, in the
opinion of the Board and subject to a prior report from the Appointments and Remuneration Committee.
Just cause will be deemed to exist when the director occupies new posts or assumes new obligations
preventing him/her from devoting sufficient time to performing director functions, when he/she
breaches the duties inherent in his/her post or when any of the circumstances arise preventing him/her
from becoming an independent director.
The Board of Directors will propose the dismissal of the remaining directors before the end of the
statutory term for which they were appointed, when there are justified reasons, in the opinion of the
Board and subject to a prior report from the Appointments and Remuneration Committee.
The removal of independent directors may also be proposed when a takeover bid, merger or similar
corporate operation produces changes in the Company’s shareholder structure, in order to meet the
proportionality criterion set out in the Regulations.
When a director, Secretary or Deputy Secretary to the Board of Directors leaves his/her post before the
end of his/her term of office, he/she must explain the reasons in a letter submitted to all the Board
members, without prejudice to the fact that this cessation is notified as a significant event to the CNMV,
and that the reason for the cessation is explained in the Annual Corporate Governance Report. In
particular, in the event that the resignation is due to the fact that the Board has adopted significant or
reiterated decisions with respect to which the director, Secretary or Deputy Secretary have evidenced
serious reservations which have led them to resign, such circumstances will be stated in the resignation
letter addressed to the Board of Directors.
C.1.20 Explain to what extent this annual assessment of the Board has prompted significant changes in its internal
organisation and in the procedures applicable to its activities:
Description of changes
The 2015 Board of Directors’ evaluation report includes an analysis on the measures and proposals
included in the Action Plan that formed part of the 2014 evaluation report. The improvements included
were as follows:
1.
Regular communication with the directors to inform them of regulatory best corporate
governance novelties, as well as regulatory changes that may affect them due to their status as