Consolidated Financial Statements and Consolidated Management ...

53. The Board of Directors shall seek to file financial statements that are free from reservations or qualifications in the audit report to the General
Meeting, and in the exceptional circumstances in which they may exist, both the Chairman of the Audit Committee and the auditors shall
provide the shareholders with a clear explanation of the content and scope of such reservations or qualifications.
See section: B.1.38
Complies
54. The majority of the members of the Appointments Committee (or Appointments and Remuneration in the case of a single committee)
are independent directors.
See section: B.2.1
Explain
As at 31/12/2012, the composition of the Appointments and Remuneration Committee was comprised of the independent director, Ms Nuria Iturriagagoitia,
as the Chairperson, and two proprietary directors, Mr. Francisco Javier Illa Ruiz and the company Sociedad de Promoción y Participación Caja Madrid,
represented by Mr Ángel Córdoba Díaz. On 18/01/2012, a new independent director, Mr. Gilles Pélisson, was appointed, who was also appointed as a
member of the aforementioned Committee. This Committee is therefore comprised of two proprietary directors and two independent directors.
55. In addition to the functions indicated in the preceding Recommendations, the following correspond to the Appointments Committee:
a) Evaluate the skills, knowledge and experience required by the Board in order to define the abilities and functions required by candidates to
cover each vacancy, and to assess the time and dedication required to correctly carry out their functions.
b) Examine or organise, as considered most appropriate, the Chairman’s and the chief executive’s succession, and if necessary bring proposals
before the Board so that such successions are effected in an orderly well-planned fashion.
c) Notify the Board of appointments and departures of senior managers proposed by the Chief Executive Director.
d) Inform the Board about gender diversity issues indicated in Recommendation 14 of this Code.
See section: B.2.3
Complies
56. The Appointments Committee consults the chairman and the Chief Executive Director of the company, particularly regarding issues
concerning executive directors.
And that any director can request the Appointments Committee to take into consideration potential candidates to cover any director vacancies,
if they consider the candidate appropriate.
Complies
57. In addition to the functions indicated in the preceding Recommendations, the following correspond to the Remuneration Committee:
a) Propose to the Board of Directors:
i) The remuneration policy for directors and senior managers;
ii) The individual remuneration of executive directors and the other conditions of their contracts.
iii) The basic conditions of contracts of senior managers.
b) Safeguard compliance with the remuneration policy established by the company.
See sections: B.1.14 and B.2.3
Complies
58. The Remuneration Committee consults the Chairman and the Chief Executive Director of the company, particularly in relation to issues
regarding executive directors and senior managers.
Complies
ANNUAL CORPORATE GOVERNANCE REPORT 51