22
Re-election
(article14.1of theBoardofDirectors' Regulations):
The directors will exercise their duties during the period established in the Articles of
Association (six years), and may be re-elected one or more times for periods of equal
duration.
Assessment
(article16of theBoardofDirectors' Regulations)
The Chairmanof the Boardof Directors is responsible for organizing and coordinatingwith
the chairpersons of the related Committees, the periodic assessment of the Board, and,
whereappropriate, that of theChief ExecutiveOfficer or of the first executive.
Removal
(article15of theBoardofDirectors' Regulations)
Directors will no longer hold their offices when so decided by the General Shareholders'
Meeting, when they notify their resignation to the Company and once their term of office
has elapsed.
Thedirectorsmust offer their resignation to theBoardof Directors andexecute the related
resignation in the casesdetailed in the following sectionC.1.21of thisReport.
The Board of Directors will refrain from proposing the dismissal of any independent
director before theendof the statutory term forwhichhe/shewas appointed, unless there
are justified reasons, in the opinion of the Board and subject to a prior report from the
Appointments and Remuneration Committee. A justified reason will be deemed to exist
when the Director has not complied with the duties inherent to his/her position or has
committedanyof theactionspreventinghis/her classificationas independent director.
The removal of independent directorsmay also be proposedwhen a takeover bid, merger
or similar corporate operation produces changes in the Company’s shareholder structure,
in order to meet the proportionality criterion set out in article 12.1 of the Board of
Directors' Regulations.
When, as a result of resignation or for other reasons, a director, Secretary or Deputy
Secretary to the Board of Directors leaves his/her post before the end of his/her term of
office, he/she must explain the reasons in a letter submitted to all the Board members,
without prejudice to the fact that this cessation is notified as a Significant Event to the
Spanish National Securities Market Commission and that the reason for the cessation is
explained in the Annual Corporate Governance Report. In particular, in the event that the
resignation is due to the fact that the Boardhas adopted significant or reiterateddecisions
with respect to which the director has evidenced serious reservations which have led
him/her to resign, such circumstances will be expressly stated in the resignation letter
addressed to the remainingmembers.
C.1.20
Indicatewhether theBoardofDirectors assessed their activity in theyear:
YesX No
Where appropriate, explain to what extent the self-assessment gave rise to significant
changes in internal organisationand in theprocedures applicable to their activities:
Descriptionof changes
