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devoting sufficient time to performing director functions, when he/she breaches the duties inherent
in his/her post or any of the circumstances arise causing him/her to lose his/her status as
independent director, in accordance with that stipulated in the applicable legislation.
The removal of independent directors may also be proposed when a takeover bid, merger or similar
corporate operation produces changes in the Company’s capital structure, in order to meet the
proportionality criterion set out in Recommendation 16.
Complies
22.
Companies should establish rules obliging directors to inform the Board of any circumstance
that might undermine the organization's name or reputation, tendering their resignation as the
case may be, with particular mention of any criminal charges brought against them and the
progress of any subsequent proceedings.
The moment a director is indicted or tried for any of the crimes stated in corporate legislation, the
Board should examine the matter as soon as possible, and in view of the particular circumstances,
decide whether or not he or she should be called on to resign. The Board should also justify all such
determinations in the Annual Corporate Governance Report.
Complies
23.
All directors should express clear opposition when they feel a proposal submitted for the Board's
approval might damage the Company’s interest. In particular, independent and other directors
unaffected by the potential conflict of interest should challenge any decision that could go against
the interests of shareholders lacking Board representation.
When the Board makes material or reiterated decisions with respect to which a director has
expressed serious reservations, then he or she must draw the pertinent conclusions. Directors
resigning for such causes should set out their reasons in the letter referred to in the next
Recommendation.
This Recommendation should also be addressed to the Secretary to the Board, whether he/she is a
director or otherwise.
Complies
24.
Directors who leave their post before their tenure expires, through resignation or otherwise, should
state their reasons in a letter sent to all Board members. Whether or not such resignation is filed as a
significant event, the reasons behind the cessation must be explained in the Annual Corporate
Governance Report.
Complies
25.
The Appointments Committee must ensure that the non-executive directors have sufficient time to
correctly carry out their duties.
The Board regulations should lay down rules about the maximum number of directorships at other
companies that their Board members can hold.
Complies partially Explain:
Upon exercising its supervision functions, the Appointments and Remuneration Committee ensures
that the non-executive directors meet the necessary requirements to carry out their duties, which
include the requirement to have sufficient time to perform their tasks.
The Company considers that the number of boards on which each director sits is not in itself a
significant indicator to measure his/her dedication, bearing in mind that it is possible to sit on a wide
array of boards, and that in each case, a different degree of attention and work may be required.
Therefore, it has been deemed unnecessary to place a general imperative limit on the number of
boards on which directors can sit. This question should remain within the scope of decision and
personal responsibility of each director, and has no bearing on the supervisory tasks of the
Appointments and Remuneration Committee or on the information that must be provided by the