Consolidated Financial Statements and Consolidated Management ...

23. All directors must be able to exercise their right to obtain the additional information they deem necessary regarding matters within the
Board’s competence. And, unless established otherwise by the Bylaws or the Board regulations, they are to address their requests to the
Chairman or the Secretary of the Board.
See section: B.1.42
Complies
24. All directors have the right to obtain from the company the advice required to discharge their duties. The company facilitates the
appropriate channels for exercising this right, which in special circumstances may involve external advice at the expense of the company.
See section: B.1.41
Complies
25. Companies establish an orientation programme that provides new directors with a quick but sufficient understanding of the company and
of its rules of corporate governance. And directors are also offered programmes to improve their knowledge when circumstances demand.
Complies
26. Companies require directors to dedicate the time and effort required to discharge their duties effectively and, as a result:
a) That directors notify the Appointments Committee of any other professional obligations that could interfere with the commitment required;
b) That companies regulate the number of boards their directors may belong to.
See sections: B.1.8, B.1.9 and B.1.17
Complies
27. Proposals on the appointment or re-election of directors submitted by the Board to the General Meeting of Shareholders, as well as
their provisional appointment by co-optation, are to be passed by the Board:
a) Upon a proposal by the Appointments Committee in the case of independent directors.
b) Upon a prior report from the Appointments Committee in the case of other directors.
See section: B.1.2
Complies
28. Companies publish and update the following information about their directors on their website:
a) Professional profile and biography;
b) Other boards they sit on, irrespective of whether these are listed companies;
c) Indication of the type of director, stating in the case of proprietary directors, the shareholder that they represent or with which they have ties.
d) Date of their first appointment as a director in the company as well as the date of subsequent re-appointments, and;
e) Shares and share options held by the director.
Complies
29. Independent directors do not hold their directorship for more than 12 consecutive years.
See section: B.1.2
Complies
30. Proprietary directors present their resignation when the shareholder they represent sells its entire shareholding. And the number of
proprietary directors is also reduced when the shareholders in question reduce their holdings to a level that requires fewer such directors.
See sections: A.2, A.3 and B.1.2
Complies
31. The Board of Directors does not propose the removal of any independent director before the statutory period for which the director has
been appointed concludes, unless the Board has just cause, based on a report by the Appointments Committee. In particular, just cause shall be
understood to include the case of a director has failed to discharge the duties inherent in their position, or falls under any of the circumstances
described in part five of chapter III of the definitions of this Code.
The removal of independent directors may also be proposed as a result of mergers, takeovers or other similar corporate actions that change the
structure of the company’s capital when said changes obey the criteria of proportionality indicated in Recommendation 12.
See sections: B.1.2, B.1.5 and B.1.26
Complies
32. Companies establish rules that require directors to inform and, as applicable, resign when circumstances arise that could damage the
company’s credibility and reputation, and in particular to notify the Board of any criminal proceedings in which they are involved, and the
subsequent developments of any court action.
If a director is indicted or tried for any of the offences set forth in Article 124 of the Spanish Public Limited Companies Act, the Board shall
examine the case as soon as possible and, based on the specific circumstances, decide whether the director should continue in their post. The
Board reports and explains all such occurrences in the Annual Corporate Governance Report.
See sections: B.1.43 and B.1.44
Complies
ANNUAL CORPORATE GOVERNANCE REPORT 47