30 / 64
30
Functions:
Submit the proposals regarding independent directors to the Board.
Inform on proposals relating to the remaining directors.
Prepare an explanatory report on Board requirements regarding its directors’
selection policy.
Assess the competences and experience required to form part of the Board.
Establish a target representation for the least represented gender on the Board of
Directors, and prepare guidance on how to attain such target.
Organise the succession of the Chairman and of the Company's CEO and, where
appropriate, make proposals to the Board of Directors to ensure that such
succession takes place in an ordered planned manner.
Inform on the rules regulating the activity of the management bodies.
Notify the appointment and separation proposals of senior executives and the
conditions of their contracts.
Propose the remuneration policy of directors and senior executives to the Board of
Directors.
Notify and propose the individual remuneration and contractual conditions of the
executive directors, informing the Board of the suitability of the executive director
contracts, overseeing compliance with the regulations and remuneration policy.
Review the remuneration policy applied to directors and senior executives, including
the remuneration systems involving shares and their application, and guarantee that
their individual remuneration is in proportion to that paid to the remaining directors
and senior executives.
Ensure that the external advisory services provided to the Committee are
independent.
Verify the information on the remuneration of directors and senior executives
contained in corporate documents.
Inform the Board of the Annual Directors’ Remuneration Report.
Organisation and functioning:
The Appointments and Remuneration Committee must be formed by a minimum of three
and a maximum of five directors, none of which can be executive directors.
Its members are appointed by the Board from among Company directors, taking into
account the knowledge and experience of such directors and the Committee’s undertakings.
Three of such Committee members, that is, the majority, are independent.
The post of Chairman must be occupied by an independent director appointed for a
maximum period of four years. He/she can be re-elected for periods of equal duration. The
Secretary of the Appointments and Remuneration Committee must be the Secretary to the
Board or, where appropriate, the Deputy Secretary.
In the event the Secretary of the Committee is absent, the Committee member appointed
by him/her from among the attendees at the meeting in question will act as Secretary.
The Appointments and Remuneration Committee is validly formed when the number of
directors present or represented exceeds the number of absent directors, and it adopts its
resolutions by absolute majority of the attendees. The Chairman has the casting vote.
Appointments and Remuneration Committee Meetings may be attended by executive
directors and any Company employees or executives when expressly agreed by its
members. On an annual basis, the Committee convenes the Corporate Director General to
inform on the execution of the directors’ variable remuneration policy: specimen, results,
amounts, etc.
The Committee meets following an announcement by the Chairman, when he/she deems it
appropriate, and as requested by at least three of its members, by the Chairman of the
Board or the Chief Executive Officer.