36
The Committeemeets following an announcement by the Chairman, when he/she deems
it appropriate, and as requested by at least three of its members, by the Executive
Committeeor theChief ExecutiveOfficer.
The Appointments and Remuneration Committee is validly constitutedwhen the number
of directors present or duly represented exceeds the number of absent directors, and it
adopts its resolutions by absolutemajority of the attendees. In case of tie, the Chairman
will have the castingvote.
The Committeemeetingsmay be attended by executive directors, when expressly agreed
by the Committee members. Likewise, the Committee may convene any Company
employeeor director, and even arrange from them to appearwithout the presenceof any
other director.
For enhanced compliance with its functions, the Appointments and Remuneration
Committee may seek the counselling of outside professionals, under article 34.6 of the
BoardofDirectors' Regulations.
Minutes will be prepared after each meeting of the Committee and the Secretary
will forwarda copy toall themembersof theBoard.
The Board deliberates on the Committee's proposals and reports. The Committee will
report its activities and the work performed on the occasion of the first plenary
meetingof theBoardheldafter eachoneof themeetingsof theCommittee.
Committeename
EXECUTIVECOMMITTEE
Brief description
(Article 39 of the Articles of Association and articles 21 and 22 of the Board of Directors'
Regulations).
Composedof no less than three (3) andnomore thannine (9) directors, preferably five (5).
The exact number of members integrating this Committee at each moment will be
determined by the Board, considering its size, the optimum operability and maximum
effectiveness of the Executive Committee and the number of members of the remaining
Committees regulatedunder theBoardofDirectors' Regulations.
They are appointed with the favourable vote of at least two thirds of the Board of
Directors. In any case, the following aremembers of the Executive Committee as a result
of their position: the Chairmanof theBoardof Directors, whowill alsobeChairmanof the
Committee once he/she has been appointed member thereof, and the Chief Executive
Officer.
TheChairmanof theExecutiveCommittee is thedirectorwhoholds this post on theBoard
of Director once he/she has been appointed amember of the Committee and, in his/her
absence, it would be the Deputy Chairman and, should there be various, he/she
corresponding by order, provided that he/she is amember thereof. In the event that the
Chairman of the Executive Committee is absent or cannot exercise his/her role, the
Committeemember appointed by him/her from among the attendees at themeetingwill
act asChairman.
The Secretary of the Executive Committee will be that of the Board of Directors and, in
his/her absence, theDeputy Secretary, and, should therebevarious, he/she corresponding
byorder. In the event that all of the foregoingareabsent or cannot exercise their role, the
