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directors.
2.
Greater flexibility and amplification in the duration of the meetings of the collective bodies, so
that directors can more easily adapt to the specific content of the agenda.
3.
Review of the evaluation questionnaire approved by the Appointments and Remuneration
Committee to identify those practices recommended by the new Code of Best Practice for
listed corporations, to be included in such review.
4.
In 2015, the evaluation questionnaire included 20 new questions, relating to the following areas:
corporate governance, directors’ duties, the risk control and management system, corporate
responsibility and the evaluation form.
This internal analysis concluded that there had been a high degree of compliance with and application of
the 2014 Action Plan proposals. However, they will continue to be taken as reference for successive
years and those that have not been fully implemented will form part of the 2016 Action Plan.
C.1.20.bis Describe the evaluation process and the areas assessed by the Board of Directors aided, where
appropriate, by an external consultant, regarding the diversity of its structure and competences, the
functioning and breakdown of its committees, the performance of the Chairman of the Board of
Directors and of the Company's CEO, together with the diligence and contributions of each director:
Description of changes
The evaluation is performed internally, organised and coordinated by the Chairman of the Board of
Directors with the technical assistance of the Secretary to the Board of Directors. It not only
encompasses the functioning of the Board as a collective body but also includes a review of compliance
with the individual duties and obligations of the directors, taking into account the positions they hold on
the committees, and the activity of the Chairman of the Board, the Chief Executive Officer and the
Secretary to the Board.
The evaluation is performed on the basis of the following information:
1)
Responses of the directors, included in specific confidential individual evaluation questionnaires.
The questionnaire form was prepared by the Secretary to the Board of Directors, with the
supervision of the Appointments and Remuneration Committee.
2)
Annual reports on the breakdown, functioning and activity of the Board of Directors and of the
Board Committees, in line with Recommendation 36 of the Code of Best Practice for listed
corporations and article 8.2.j) of the Board of Directors’ Regulations.
The aforementioned reports are prepared and approved by the related bodies to which they refer,
except that of the Board of Directors, which is prepared by the Appointments and Remuneration
Committee and which is submitted to it for its approval.
These reports are structured as follows: internal system, competences, breakdown, functioning and
most notable activities in the year. They specifically refer to the changes affecting each collective
body, as well as to the regulatory novelties arising in the year.
The results of the assessment are included in an overall report divided into two parts: (i) Analysis
on the measures and proposals included in the Action Plan that formed part of the preceding year’s
evaluation report (ii) The Action Plan for that year, with specific verifiable action proposals.
C.1.20.ter Breakdown, where appropriate, of the business relationships that the consultant or any of its group
companies hold with the Company or any of its Group companies.
n/a.
C.1.21
Indicate the cases in which directors are obliged to resign.
According to article 14 of the Board of Directors' Regulations, directors will offer their resignation to the
Board of Directors and make the relevant dismissal in the following cases, if considered appropriate by
the Board:
a)
When executive directors no longer hold the executive or management offices to which their
appointment as directors was linked.
b)
When the shareholder represented by the significant-shareholder appointed directors sells its
whole shareholding or when such shareholder reduces its shareholding up to a limit that requires a
reduction in the number of its significant-shareholder appointed directors.