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5
In February 2010, the Appointments and Remuneration Committee decided to modify the aforementioned Plan,
subsequently ratified by the Board of Directors. Such change consisted of reducing the minimum percentage that
must be obtained with respect to the EBITDA envisaged each year, since such percentage is the minimum essential
condition to ensure that the Plan may reap its fruits.
Exceptionally, it is also possible to increase the individual variable remuneration of directors, especially that of
executives, via additional payments, relating to an extraordinary incentive or remuneration, which would be linked to
effectively attaining the economic or strategic targets of specific importance for the Company. In such cases, the
Appointments and Remuneration Committee must assess the adequacy and timeliness of such remuneration,
together with its amount and possible beneficiaries, afterwards submitting its proposal to the Board of Directors for
approval. The directors receiving such extraordinary remuneration must abstain both from the deliberation process
on the Board and from voting on the related resolutions.
It is also possible to reduce directors' remuneration, when particularly adverse economic conditions prevail leading to
a significant reduction in Company earnings and the concomitant general expense containment policy.
A.5 Explain the main characteristics of the long-term savings systems, including retirement and any other survival
benefits, financed partially or in full by the Company, be they provided internally or externally, with an estimate of
their amount or annual equivalent cost, indicating the type of plan, whether it is a defined benefit or contribution, the
conditions of the consolidation of economic rights to directors and their compatibility with any type of indemnity for
the early termination of the contractual relationship between the Company and the director. Also indicate the
contributions to directors as part of defined contribution pension plans; or the increase in consolidated rights of the
director, with regard to defined benefit plan contributions.
No remuneration of this type exists.
A.6. Indicate any indemnity payments agreed upon or paid in the event of termination of directors' duties.
Indemnity clauses are only stipulated in executive director contracts. Their characteristics are described in section
A.7 of this report. In 2015, no amount was paid in this regard.
A.7 Indicate the conditions that must be met under the contracts of those who perform senior management
functions as executive directors. Information will be provided, inter alia, on the duration, indemnity payment limits,
permanence clauses, advance notice periods, payment as a substitution of this advance notice period, and any other
clauses relating to recruitment premiums, together with indemnity payments or lock-in clauses for the early
termination of the contractual relationship between the Company and the executive director. Include, among others,
the non-competition, exclusivity, permanence or loyalty-building and post-contractual non-competition
arrangements or agreements.
Contracts of those exercising senior management duties such as executive directors have an indefinite term.
In general, the contracts contained under this heading include adequate clauses to ensure confidentiality in the
handling of information and the exclusivity of directors in the performance of their professional activities. Such
contracts also include:
1.
A mutual advance notice period in the event of early voluntary termination of the contract. This period will
be a minimum of two months, with a penalty equivalent to the proportional remuneration corresponding in
the event of non-compliance.
2.
Variable remuneration specifically tied to permanence at the Company.
3.
Variable remuneration subordinated to the Company's economic targets, which will not be received in the
event an external auditor expresses significant objections, reservations or qualifications regarding the
accounts prepared by the Board of Directors.
4.
A commitment by the director to return any amount received as variable remuneration if, finally and for any
reason, it is clearly accredited that the data used to calculate and pay such remuneration was inaccurate.
5.
A post-contractual non-competition clause for a one-year period following termination of the contract.
When executive directors are hired, indemnity clauses may be stipulated, applicable only during the first two years in
which the contract is in force and only in the event of a unilateral and unfair termination by the Company. The
maximum limit of such indemnity payment will be one year's full salary.
Indemnity clauses may also be stipulated in the event of a change in the Group's controlling shareholder, with a
maximum indemnity payment equivalent to one year’s full pay of the director, including the variable and fixed
component.