Annual Report Remuneration 2017
8 A.11 Indicate the remuneration accrued by the director for payments made by the Company making contributions to a third-party entity at which the director provides services, when the purpose of such payments is to remunerate the director's services at the Company. Not applicable. A.12 Any other remuneration item other than the foregoing, whatever its nature or the Group company that pays it, especially when it is considered to be a related party transaction or its payment distorts the true and fair view of the total remuneration accrued by the director. Not applicable. A.13 Explain the measures adopted by the Company in relation to the remuneration system to reduce exposure to excessive risks and to adjust it to the Company's long-term targets, values and interests, which will include, where appropriate, reference to: measures envisaged to guarantee that the remuneration policy is in line with the Company's long-term earnings, measures that establish an adequate equilibrium between the fixed and variable components of remuneration, measures adopted in relation with those personnel categories the professional activities of which have a material effect on the Entity's risk profile, collection formulas or clauses to be able to claim the refund of the variable remuneration components based on the earnings, when such components were paid in line with certain data the inaccuracy of which was subsequently manifestly demonstrated, and measures envisaged to avoid conflicts of interest, where appropriate. The Board of Directors has not identified any additional risk in the variable remuneration model in force for directors and executives that justifies the adoption of additional or complementary control measures to prevent or correct possible changes in its application. The control performed annually, by the Appointments and Remuneration Committee and by the Board itself, accredits and guarantees that, to date, no risks of this type have ever materialised that justify the need for other preventive measures. With regard to variable remuneration in cash, there is no factor that can have an uncontrolled or uncontrollable growth, since it is not related to the price of the share or to other similar items, rather to the economic targets for each year, which are established based on the financial statements prepared by the Board of Directors, audited by the Company's external auditor and approved by the General Shareholders' Meeting. The contracts with executive directors include the obligation to return any amount received as variable remuneration tied to the obtainment of financial earnings, in the event that the data that have served as a base to justify the accrual and/or amount of such remuneration were ultimately deemed to be considerably inaccurate, and provided that such circumstance has been clearly demonstrated. The variable remuneration in cash is limited by a fixed remuneration percentage of the executive directors, and such maximum predetermined limit remains unchanged, regardless of the earnings ultimately obtained by the Company. With regard to the long-term variable remuneration based on the delivery of own shares, the plan approved by the General Shareholders’ Meeting established an amount limit, which is not related with the number of shares to be delivered, rather with their cost of acquisition by the Company, which purchased them on the market immediately after having held the General Shareholders’ Meeting, maintaining them in its treasury shares from then onwards, until it is time to deliver them to their beneficiaries, in the amount ultimately corresponding to them, based on compliance with the objectives set and the verification metrics. This maximum limit was EIGHT MILLION NINE HUNDRED AND THIRTY THOUSAND NINE HUNDRED EUROS (€8,930,900). On 13 May 2016, the Company notified to the CNMV, through a Significant Event, that it had concluded the repurchasing programme tied to the execution of this Remuneration Plan and the total number of shares acquired. These own shares, totalling 791,880 shares, will form part of the treasury shares until the full execution of the
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