Annual Corporate Governance Report 2017

25 DIRECTORS When executive directors are hired, indemnity clauses may be stipulated, applicable only during the first two years in which the contract is in effect, in the event of a unilateral termination by the Company. The maximum limit of such indemnity payment is 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 an annual payment of the director’s full remuneration. SENIOR EXECUTIVES This type of clause is not widespread. In exceptional cases, following individual negotiation and driven by the special interest the employer might have in hiring a specific professional, a special indemnity regime may be established, that can be temporary or permanent, and in which the particular circumstances of the contract and its future termination are taken into account and assessed. As a rule, a public takeover bid is never in itself a ground for termination of employment, and thus does not trigger indemnities. EMPLOYEES Indicate whether or not such contracts must be disclosed to and/or approved by the governing and management organs of the company or its company group: Board of directors General meeting Organ authorising indemnity clauses X YES NO Are such clauses disclosed to the general meeting? X C.2 Board committees C.2.1 Describe all board committees, identifying their members and specifying the proportion of proprietary and independent directors within the membership. EXECUTIVE COMMITTEE Name Position Director class José Creuheras Margenat Chairman Executive Maurizio Carlotti Vice Chairman Other non-executive Silvio González Moreno Member Executive Marco Drago Member Proprietary Patricia Estany Puig Member Independent Nicolas de Tavernost Member Proprietary % executive directors 33.33 % proprietary directors 33.33 % independent directors 16.67