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A REMUNERATION POLICY OF THE COMPANY FOR THE CURRENT YEAR
A.1. Explain the Company's remuneration policy. This heading includes information on:
General principles and fundamentals of the remuneration policy.
The most significant changes made to the remuneration policy with respect to that applied in the preceding
year, as well as the changes made in the year in the conditions for the exercise of options already granted.
Criteria used to establish the Company's remuneration policy.
Relative importance of the variable remuneration items with respect to the fixed items and criteria followed
to determine different components of the directors' remuneration package (remuneration mix).
The general principles and bases of the current system for the remuneration of Company directors are included in
article 44 of the articles of association and in article 31 of the Board of Directors' Regulations.
The current structure of such system is as follows:
1)
Annual fixed remuneration for the members of the Board of Directors, plus attendance fees for meetings.
2)
Annual fixed remuneration for the members of the Executive Committee, plus attendance fees for meetings.
3)
Attendance fees for the Audit and Control Committee and the Appointments and Remuneration Committee,
which do not receive annual fixed remuneration.
4)
Specific remuneration for: (a) executive directors and (b) other directors with a special professional
relationship with the Group and/or who perform additional work, of a specific nature and of special relevance
and significance for the Company's interests, on a regular or exceptional basis.
For each fiscal year or for the years established by the General Shareholders’ Meeting, the latter will decide the
amount of the individual remunerations, or will fix a total maximum for each remuneration item or for both. The
remuneration may differ from one director to another. Subject to approval by the General Shareholders’ Meeting,
remuneration may also involve the delivery of shares or rights thereon, or remuneration that takes the value of such
shares as reference. To date, such type of remuneration has not been proposed by the Board of Directors nor has it
been applied.
The 2012 Ordinary General Shareholders’ Meeting adopted the resolution transcribed below, which is that in force to
determine the maximum limit of the joint remuneration of the directors and the items that may be included in such
maximum:
a)
Mixed remuneration for Board membership and attendance fees in each year may not exceed
€
3 million as a
whole over each year, in line with that stipulated in the articles of association and from time to time by the
General Shareholders’ Meeting.
b)
Remuneration for professional, commercial or employment relationships involving directors, whether they
have executive powers or otherwise, as a result of any duties they perform at the Company or Group, are
excluded from the aforementioned limit.
c)
If the number of meetings of the Board or of its Committees in a year reach the maximum number indicated,
the remaining sessions will not generate entitlement to receive attendance fees.
d)
Should the contracts mentioned in point b) above contain agreements which, in the event of early or
unilateral termination by the Company, bind the Company to pay compensation quantified in the contract
itself, the total amount of such compensation may not exceed
€
3 million for all the contracts in force at each
date. The possible payment of such compensation, where appropriate, will not be calculated for the
purposes of the maximum limit set for the aggregated remuneration of the directors.
e)
Remuneration, if any, derived from any incentive schemes or variable remuneration expressly approved by
the General Shareholders' Meeting will also be considered to be excluded.
f)
The establishment of the exact amount of the fixed remuneration of the members of the Board of Directors
and the Executive Committee, and of the per diems for attendance at meetings of the different corporate
bodies, is expressly delegated to the Board of Directors, respecting the aforementioned maximum amounts.
In 2015, the directors received the full amount of their ordinary remuneration, and the remuneration policy was not
modified.
The criteria used to define the remuneration policy are as follows:
Stability, simplicity and transparency of the system, integrated by certain fixed items.
Possibility of reducing remuneration based on the Company's economic results and of including
extraordinary remuneration tied to the effective obtainment of particularly significant economic or strategic
targets, limited to directors with a higher level of involvement and responsibility.