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Complies
51.
The Remuneration Committee shall consult with the Company Chairman and the Chief Executive
Officer, especially with respect to matters related to executive directors and senior executives.
Complies
52.
The rules governing the breakdown and operations of the supervision and control committees should
be included in the Board of Directors' Regulations and comply with those applicable to the legally
obligatory committees in line with the foregoing recommendations, including:
a)
These committees should be formed exclusively of non-executive directors with a majority of
independent directors.
b)
Committees should be chaired by an independent director.
c)
The Board of Directors should appoint the members of such committees in line with the
knowledge, aptitudes and experience of its directors and the undertakings of each committee;
discuss their proposals and reports; and report on their activities and on the work performed at
the first Board plenary following their meeting.
d)
The committees should engage external advisers, when they feel this is necessary to discharge
their duties.
e)
Meeting proceedings should be minuted and a copy sent to all Board members.
Not applicable.
53.
Supervision of compliance with the corporate governance rules, the internal codes of conduct and of
the corporate social responsibility policy should be attributed to one or distributed among various
Board committees that may comprise the Audit Committee, the Appointments Committee, the
Corporate Social Responsibility Committee, and where appropriate, a specialised committee that the
Board of Directors, upon exercising its self-organisation powers, decides to create for this purpose,
to which the following minimum functions are specifically attributed:
a)
Supervision of compliance with the Company's internal codes of conduct and corporate
governance rules.
b)
Supervision of the communication strategy and relationship with shareholders and investors,
including small- and medium-sized shareholders.
c)
Periodic assessment of the adaptation of the Company's corporate governance system, to
comply with its mission of promoting social interest and taking into account, where appropriate,
the legitimate interests of the remaining groups of interest.
d)
Review of the Company's corporate responsibility policy, ensuring that it is aimed at creating
value.
e)
Monitoring of the corporate social responsibility strategy and practice and assessment of the
extent to which it is complied with.
f)
Supervision and assessment of the relationship processes with the different groups of interest.
g)
The assessment of everything related to the Company's non-financial risks - including operating,
technological, legal, social, environmental, political and reputational risks.
h)
Coordination of the reporting process of non-financial information and on diversity, in
accordance with the applicable regulations and the international benchmark standards.
Complies
54.
The corporate social responsibility policy should include the principles and commitments assumed
voluntarily by the Company in its relationship with the different groups of interest and identify at
least: