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Meetings are held when it is necessary to deal with any matter relating to the powers
granted: proposals and remuneration reports, appointments and removals of directors and
senior executives and lastly, corporate governance.
The Chairman informs the plenary Board meeting of the matters discussed at the
Committee meetings. All Board members receive a copy of the minutes of all committee
meetings, even if they are not members of such committees.
Main activities in 2015:
Notify the Board of the appointment of significant-shareholder appointed directors
through co-optation, supervised by the Committee, approved by the Board and
ratified by the General Shareholders’ Meeting.
Coordinate and supervise the change of Board Chairman and inform on the suitability
of the new Chairman.
Inform the Board of the 2014 Directors’ Remuneration Report that contained the
directors’ remuneration policy.
Inform the Board of the conservation of the independent status of the three female
directors that have such status, and review the types of the remaining directors.
Approve the 2014 Activity Report
Notify the Board of the contract of the new non-executive Chairman and of the review
of the CEO’s contract.
Inform the Board of the proposals for the re-election, ratification and appointment of
directors by the General Shareholders’ Meetings.
Propose the appointment of an independent female director and manage her selection
process, with the collaboration of an external specialised firm.
Approve the explanatory reports on the proposals for the re-election, ratification and
appointment of directors.
Inform on the proposals for the breakdown of Board Committees.
Approve the proposals to amend the Articles of Association, the Regulations of the
General Shareholders’ Meetings and the related explanatory reports.
Approve the proposals to amend the Board of Directors’ Regulations, the Internal
Regulations on Security Market Matters, the Code of Conduct and the related
explanatory reports.
Inform the Board of the execution of the annual evaluation process and that of its
committees in 2014 and of the 2015 Action Plan.
Approval of the proposed 2014 Annual Corporate Responsibility Report.
C.2.2
Fill out the following table with the information relating to the number of female directors forming
the Board of Directors' committees in the last four years:
Number of female directors
2015
% number
2014
% number
2013
% number
2012
% number
Executive Committee
0
0
0
0
Audit Committee
40%
20%
25%
25%
Appointments and
Remuneration Committee
60%
20%
20%
20%
C.2.3 Section revoked.
C.2.4 Section revoked.