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The BoardMembers assume, upon accepting their posts, the inherent duties and obligations thereof,
under the terms established in the regulations in force and in the Company's internal corporate
governance rules, which include the personal responsibility to inform the Appointments and
Remuneration Committee of any circumstance that could affect the normal performance of their
activitiesor their degreeof dedication.
The Company considers that the number of boards on which each director sits is not in itself a
significant indicator tomeasure his/her dedication, bearing inmind that it is possible to sit on a wide
array of boards, and that in each case, a different degree of attention and work may be required.
Therefore, under these same criteria, it has been deemed unnecessary to place a limit on the number
of boards of which directors can bemembers. This question should be decided by each director on its
own responsibility, andhasnobearingon the supervisory tasksof theAppointments andRemuneration
Committee.
26.
The proposal for the appointment or renewal of directors which the Board submits to the
General Shareholders' Meeting, as well as provisional appointments by co-optation, should be
approvedby theBoard:
a)
At theproposal of the Appointments Committee for independent directors.
b)
On thebasisof a report by theAppointmentsCommittee for all other directors.
Seeheading: C.1.3
Complies
27.
Companies should publish the following director particulars on their website and keep them
permanentlyupdated:
a)
Professional experienceandbackground;
b)
Directorshipsheld inother companies, listedor otherwise;
c)
An indication of the category of directorship; in the case of significant-shareholder appointed
directors, state the shareholder they represent or towhom theyareaffiliated.
d)
Thedateof their first and subsequent appointments as aCompanydirector, and;
e) Shares and shareoptionsheld in theCompany.
Complies
28.
Significant-shareholder appointed directors must resign when the shareholders they represent
dispose of their ownership interest in its entirety. If such shareholders reduce their stakes, thereby
losing some of their entitlement to significant-shareholder appointed directors, the number of such
significant-shareholder appointeddirectors shouldbe reducedaccordingly.
Seeheadings: A.2 , A.3and C.1.2
Complies
29.
The Board of Directors must not propose the removal of independent directors before the expiry of
their term in office pursuant to the Articles of Association, except where due cause is foundby
the Board, based on a report from the Appointments Committee. In particular, due cause will be
presumed when a director is in breach of his or her fiduciary duties or comes under one of the
disqualifying grounds causing him/her to lose his/her independent status, enumerated in the Order
ECC/461/2013.
The removal of independent directors may also be proposed when a takeover bid, merger or
similar corporate operation produces changes in the Company’s capital structure, in order to
meet theproportionality criterion set out inRecommendation11.
