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Mr. Marco Drago
Director
Significant-shareholder
appointed
Mr. Nicolas de Tavernost
Director
Significant-shareholder
appointed
% of executive directors
40
% of significant-shareholder appointed directors
60
% of independent directors
0
% of other non-executive directors
0
Explain the functions attributed by this Committee, describe its processes and rules of
organisation and functioning and summarise its most important procedures in the year:
The existence of this Committee is envisaged in article 39 of the Articles of Association, which
also establish the rules relating to its breakdown, functioning and competences, dealt with in
further detail in articles 20 and 21 of the Board of Directors' Regulations. As with the remaining
Board committees, with respect to that not specifically envisaged for the Executive Committee,
the rules of functioning of the Board must apply to the extent they are compatible with its type
and function.
As a general rule, the Executive Committee meets on the same day as the Board of Directors,
and on a preliminary basis, since its main activity consists of preparing the Board of Directors’
meetings.
Except in exceptional emergency or essential circumstances, the Committee does not exercise
the powers formally delegated on a permanent basis, accordingly, it does not usually adopt any
type of resolution. When it has occasionally done so, always on an extraordinary basis and for
the aforementioned emergency and/or essential reasons, the resolution has subsequently been
expressly ratified by the plenary meeting of the Board of Directors.
A qualified majority of two thirds of the Board members is required to be appointed as a
member of the Executive Committee, under articles 39 of the Articles of Association, article 20
of the Board of Directors’ Regulations and article 249 of the Spanish Companies Law. Such
members are appointed by the Board of Directors from among the Company’s directors.
The Committee must be formed by no less than three (3) and no more than nine (9) directors,
pursuant to article 20 of the Board of Directors’ Regulations. The exact number of members
integrating this Committee at each moment will be determined by the Board, considering its
size, optimum operability and the maximum effectiveness of the Executive Committee and the
number of members of the remaining Committees.
Due to their position, Executive Committee members include the Chairman of the Board, (who
is also its Chairman, as stipulated in section 3 of the aforementioned article 20) and the CEO.
The Committee Secretary is the Secretary to the Board, or in his/her absence, the Deputy
Secretary, who does not have voting rights, unless he/she is also a director and member of the
Executive Committee.
Pursuant to the Company's Articles of Association and the Board of Directors’ Regulations, the
Executive Committee will meet, subject to the prior summons by the Chairman, when so
required for the interests of the Company, and, regularly, once a month unless the Chairman
does not consider it necessary.
The Committee is validly formed through direct attendance or by means of representation of, at
least, the majority of its members, and adopts its resolutions by the absolute majority of its
members present or duly represented, always by another director member of the Executive
Committee. In the case of a tie, the Chairman will have the casting vote.
The main task of the Executive Committee formed in 2015 involved the preparation of Board of
Directors’ meetings. The two meetings additional to those of the Board, held in January and
June 2015, focused on knowledge and supervision of the most significant aspects of the Group’s
ordinary management, without adopting any specific resolution.
All Board members receive a copy of the minutes of the meetings of this Executive Committee,
once they have been approved.