Download Complete PDF - Informe Anual 2012
Download Complete PDF - Informe Anual 2012
Download Complete PDF - Informe Anual 2012
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B.1.13 Indicate, on an aggregate basis, whether members of the company’s or group’s senior management team,<br />
including executive directors, are afforded guarantees or golden parachute clauses in the event of dismissal or<br />
takeovers. Indicate whether these contracts must be communicated to, and/or approved by the governing bodies<br />
of the company or its group:<br />
Number of beneficiaries 5<br />
Board of Directors<br />
General Shareholders’<br />
Meeting<br />
Body that authorises the clauses YES NO<br />
Is the General Shareholders’ Meeting notified of the clauses<br />
NO<br />
B.1.14 State the process for determining the remuneration of the members of the Board of Directors and the relevant<br />
bylaw clauses:.<br />
Process for determining the remuneration of members of the Board of Directors and the clauses in the bylaws<br />
Under article 42 of the Bylaws and article 36 of the board regulations, directors’ salaries consist of a fixed annual allocation and allowances<br />
for attending meetings of the board of directors and its delegated and consultative committees, the amount of which is determined by<br />
the general shareholders’ meeting.<br />
Additionally and independent of the remuneration described in the above paragraph, share-based remuneration systems, or those<br />
involving assigning shares or stock options, may be put in place for directors. Implementation of these remuneration systems must be<br />
agreed by the General Shareholders’ Meeting, which shall determine the value of the shares that are taken as a reference, the number of<br />
options, the exercise price of the stock options, the duration of this remuneration system and any other conditions deemed appropriate.<br />
Likewise, similar remuneration systems may be established for other company personnel, directors or otherwise, provided they comply<br />
with the law.<br />
In addition to the remuneration referred to in the above two paragraphs, executive directors are entitled to receive additional<br />
remuneration for the executive duties they perform beyond those contemplated in the post of director. In particular, this remuneration<br />
shall be comprised of the following concepts: (a) a fixed component, which reflects the services and responsibilities assumed; (b) a variable<br />
component, linked to a Chief Executive Director or company performance indicator; (c) an attendance component, comprising suitable<br />
insurance and benefits systems; and (d) indemnity in the event of dismissal or any other type of termination of the legal relationship with<br />
the company that is not due to breaches attributable to the director. The determination of the amount of the remuneration components<br />
referred to in this paragraph shall be based on market conditions and shall take into account the responsibility and degree of commitment<br />
involved in the role assigned to each executive director.<br />
It is expressly established that along with the annual corporate governance report, the board must draw up an annual report on the<br />
remuneration of its directors, which must include complete, clear and comprehensible information on the company remuneration policy<br />
approved by the board for the current year, as well as that planned for future years, where appropriate. It must also include an overall<br />
summary of how the remuneration policy was applied during the year, as well as details of the individual salaries paid to each director.<br />
The annual director remuneration report, the company’s remuneration policy approved by the Board for the year in course, the policy for<br />
future years, the overall summary of how the remuneration policy was implemented during the financial year, as well as the breakdown of<br />
the individual remuneration due to each director shall be disclosed and brought before the Ordinary General Shareholders’ Meeting as a<br />
separate point on the agenda for a consultative vote.<br />
At the General Meeting held on 29 June <strong>2012</strong>, and in accordance with foregoing Article of the Bylaws, a motion was passed to set the<br />
gross total amount of the fixed remuneration and attendance allowances for the Board of Directors and its Committees at one million one<br />
hundred thousand euros (€1.100.000) with effect as of <strong>2012</strong>, excluding other kinds of remuneration corresponding to the executive director<br />
for items other than sitting on the Board.<br />
Indicate whether the plenary sessions of the Board are reserved for approving the following decisions.<br />
The appointment and removal of senior managers, as well as their compensation clauses, as proposed by the Chief<br />
Executive Director of the company.<br />
The remuneration of directors and, in the case of executives, any additional remuneration for executive responsibilities<br />
and any other conditions that their contracts should reflect.<br />
NO<br />
YES<br />
B.1.15 Indicate whether the Board of Directors approves a detailed remuneration policy and specify the issues covered<br />
by said policy:<br />
YES<br />
Amount of the fixed components, with a breakdown, as applicable, of the expenses for participating on the Board and<br />
its committees, and an estimate of the corresponding annual fixed remuneration<br />
Variable remuneration items<br />
Main characteristics of the benefits systems with an estimate of their amount or equivalent annual cost.<br />
Conditions that must apply to the contracts of those who, being executive directors, perform senior management<br />
functions.<br />
YES<br />
YES<br />
YES<br />
YES<br />
ANNUAL CORPORATE GOVERNANCE REPORT 25