Annual Corporate Governance Report 2017

24 and directly provide them with information or putting them in touch with the Company officers or employees considered appropriate for each case. Likewise, the Secretary of the Board must adopt the necessary measures to ensure that the Board is always aware of the matters dealt with and the decisions made by the Executive Committee and the other Committees. Accordingly, the Secretary must ensure that all directors receive copies of the minutes of Executive Committee and other Committee meetings. Finally, so as to be properly informed in aid of the suitable exercise of their office, directors regularly receive information on significant changes in shareholder structure and the opinions of major shareholders, investors and credit rating agencies about the Company and its Group. C.1.42 Indicate the existence of and describe any rules of the company that compel directors to disclose circumstances that might harm the good standing and reputation of the company and, as the case may be, to resign. Yes X No  Describe the rules Under article 14(2)(f) of the Board Regulations, a director must tender his or her resignation to the Board and, if the Board sees fit, formally step down, if that director is involved in circumstances that might harm the good standing and reputation of the Company. In this connection the director must immediately inform the Board of any criminal proceedings in which he or she is a defendant and of any later developments in court. C.1.43 Disclose whether any director has notified the company that he or she has been indicted or will stand trial for any of the criminal offences set out in article 213 of the Spanish Companies Act. Yes  No X Name of director Criminal charge Remarks Indicate whether the board has discussed the case. If so, disclose the decision made, stating reasons, as to whether or not the director should continue in office. Disclose any steps taken by the board up to the date of this report, or that the board intends to take. Yes  No  Decision made/steps taken Statement of reasons C.1.44 Specify any significant arrangement entered into by the company and coming into effect, changing or terminating in the event of a change of control at the company as a result of a public takeover bid, and describe the related effects. None. . C.1.45 Disclose in the aggregate, and describe in detail, any arrangements between the company and its directors, senior executives and employees containing indemnities, guarantees or golden parachute clauses for the event that such persons resign or are dismissed without cause or the contractual relationship terminates by reason of a public takeover bid or other transaction. Number of beneficiaries 2 Type of beneficiary Description of the arrangement