Annual Corporate Governance Report 2017

29 Identify the audit committee member who was appointed having regard to his or her track record and expertise in accounting, auditing, or both. State number of years the committee chairman has been in office. Name of expert director Aurora Catá Sala Chairman’s years in office 3 APPOINTMENTS AND REMUNERATION COMMITTEE Name Position Director class Patricia Estany Puig Chairman Independent Nicolas de Tavernost Vice Chairman Proprietary Mauricio Casals Aldama Member Proprietary Aurora Catá Sala Member Independent María Entrecanales Franco Member Independent % executive directors 0 % proprietary directors 40 % independent directors 60 % other non-executive 0 Describe the functions assigned to the committee and its rules of procedure. Outline the committee’s key activities in the year. The existence of the Committee is required by item 43 of the Company’s articles, which prescribes the rules of membership, operation and powers and duties, as implemented by the Board Regulations (article 25). Functions:  Submit to the Board proposals as to appointment of independent directors and report on nominations of the rest of directors.  Report on the Board’s requirements in the direct selection policy.  Assess aptitudes and experience with a view to appointment to the Board.  Set a target for the underrepresented gender on the Board and create guidance on how to fulfil that target.  Make provision for the succession of the Company’s Chairman and CEO and, as appropriate, submit proposals to the Board in aid of an orderly and planned succession.  Report on the rules and standards that govern the activities of the management organs.  Report on proposed appointments and terminations in senior management and the respective contracts.  Propose to the Board a policy on remuneration of directors and senior management  Report on and propose the individual remuneration and contract terms of executive directors.  Review the remuneration policy applicable to directors and senior executives.  Endeavour to ensure that the external advice provided to the Committee is independent.  Verify the information on remuneration to directors and senior executives reported in corporate documents.  Brief the Board on the annual report on directors’ remuneration.  Select the external consultant who is to conduct an assessment of the Board.