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b)
Companies with a plurality of shareholders represented on the Board but not otherwise related.
Complies
17.
The number of independent directors should represent at least half of all Board members.
However, when the company is not a large cap company or, even if it is, it has one or various
shareholders acting in agreement, that control more than 30% of share capital, the number of
independent directors should represent at least a third of all directors.
Explain
To comply with this Recommendation, and taking into account the fact that the Company finds itself
in the scenario envisaged in the second paragraph (since there is a shareholder that permanently
controls more than 30% of share capital), there must be at least 4 independent directors, out of a
total of 12, and there are currently 3.
The Company’s appointment policy for directors -promoted by the Appointments and Remuneration
Committee and backed by the Board of Directors- focuses on progressively increasing the number of
independent directors, and on compensating, as far as possible, the lower number of female
directors, taking as reference the positive law rules in force and the Recommendations of the Code.
Without prejudice to the foregoing, this adjustment in the Board’s structure must also be adapted to
an adequate proportion of significant-shareholder appointed directors (based on the participation of
significant shareholders in the share capital) and of executive directors, which are the strictly
essential directors.
18.
Companies should publish the following director particulars on their website and keep them
permanently updated:
a)
Professional experience and background.
b)
Other boards of directors to which they belong, be they listed companies or otherwise, and
other remunerated activities performed by them, whatever their type.
c)
An indication of the director’s category to which they belong; in the case of significant-
shareholder appointed directors, state the shareholder they represent or with which they are
related.
d)
The date of their first appointment and subsequent re-elections as a Company director.
e)
Shares held in the Company together with any options thereon.
Complies
19.
The Annual Corporate Governance Report, upon verification by the Appointments Committee,
should explain the reasons for the appointment of significant-shareholder appointed directors at the
request of shareholders controlling less than 3% of capital; and explain any rejection of a formal
request for a Board place from shareholders whose equity stake is equal to or greater than that of
others applying successfully for a significant-shareholder appointed directorship.
Complies
20.
Significant-shareholder appointed directors should resign when the shareholders they represent
dispose of their ownership interest in its entirety. If such shareholders reduce their stakes, thereby
losing some of their entitlement to significant-shareholder appointed directors, the number of such
significant-shareholder appointed directors should be reduced accordingly.
Complies
21.
The Board of Directors should not propose the removal of independent directors before the expiry of
their tenure as mandated by the Articles of Association, except where just cause is found by the
Board, based on a report from the Appointments Committee. In particular, just cause will be deemed
to exist when the director occupies new posts or assumes new obligations preventing him/her from