Download Complete PDF - Informe Anual 2012
Download Complete PDF - Informe Anual 2012 Download Complete PDF - Informe Anual 2012
B.1.16 Indicate whether the Board submits a report on the remuneration policy of the directors as a separate point on the agenda to be voted on by the General Shareholders’ Meeting, for consultation purposes. If so, explain the aspects of the report concerning the remuneration policy approved by the Board for future years, the most significant changes in these policies compared to the policy applied during the year and an overview of how the remuneration policy was applied during the year. Describe the role carried out by the Remuneration Committee and if external advice has been used, identify the external consultants that provided it: YES Issues defined in the remuneration policy Articles 42 of the Bylaws and 36 of the board regulations mirror the new article 61 b of Act 24/1988, of 28 July, on the stock market, which expressly states that along with the annual corporate governance report, the board must draw up an annual report on the remuneration of its directors, which must include complete, clear and comprehensible information on the company remuneration policy approved by the board for the current year, as well as that planned for future years, where appropriate. It must also include an overall summary of how the remuneration policy was applied during the year, as well as details of the individual salaries paid to each director. The annual director remuneration report, the company’s remuneration policy approved by the Board for the year in course, the policy for future years, the overall summary of how the remuneration policy was implemented during the financial year, as well as the breakdown of the individual remuneration due to each director shall be disclosed and brought before the Ordinary General Shareholders’ Meeting as a separate point on the agenda for a consultative vote. In this regard, it should be noted that, in accordance with the Bylaw and regulation provisions mentioned above, the annual director remuneration report for 2011 was brought before the General Meeting held on 29 June 2012 as a separate item on the agenda for a consultative vote, the result of which were as follows: - Votos a favor: 99.97% - Votos en contra: 0.03% - Abstenciones: 0.00% Role of the Remuneration Committee The Appointments and Remuneration Committee plays an important role in all matters related to the remuneration policies of company directors and senior management, and is the body that proposes the aforementioned remuneration to the Board. Have external consultants been used Identity of the external consultants B.1.17 Indicate, as appropriate, the identity of the members of the Board who are also members of the Board of Directors, managers or employees of companies that hold significant shareholdings in the listed company and/ or in group entities: Name or trade name of the director Trade name of significant shareholder Position MR JOSÉ ANTONIO CASTRO SOUSA GRUPO INVERSOR HESPERIA, S.A NATURAL PERSON REPRESENTING THE ADMINISTRADOR SOLIDARIO (DIRECTOR WITH AUTHORITY TO REPRESENT THE COMPANY ACTING ALONE) EUROFONDO, S.A. MR FRANCISCO JAVIER ILLA RUIZ GRUPO INVERSOR HESPERIA, S.A JOINT DIRECTOR MS ROSALBA CASIRAGHI INTESA SANPAOLO, S.P.A. MEMBER OF THE AUDIT AND CONTROL COMMITTEE MS ROSALBA CASIRAGHI INTESA SANPAOLO, S.P.A. MEMBER OF THE SUPERVISORY BOARD State, as applicable, the relevant relationships other than those in the point above, of members of the Board of Directors that links them with significant shareholders and/or in entities in the group: B.1.18 State whether there has been any modification to the regulations of the Board during the year: NO B.1.19 State the procedures for appointing, re-electing, evaluating and removing directors. Name the competent bodies, the procedures to be followed and the criteria used in each procedure. Selection procedures for members of the Board. The directors are appointed by the General Shareholders’ Meeting, or provisionally by the Board of Directors in accordance with the provisions contained in the Capital Companies Act and the company’s bylaws. 26 ANNUAL CORPORATE GOVERNANCE REPORT
The proposals to appoint directors that the Board of Directors puts to the General Shareholders’ Meeting for its consideration, and the appointments decided by said Board by virtue of its legal empowerment to co-opt members, must follow the provisions of the Regulations of the Board of Directors and be proposed by the Appointments and Remuneration Committee in the case of independent directors, and based on a prior report from said Committee in the case of all other types of directors. 1. Appointment of external directors The Regulations of the Board of Directors make special mention of the selection and appointment of external directors, due to their unique characteristics compared to executive directors. El Consejo de Administración y la Comisión de Nombramientos y Retribuciones tienen el deber de procurar, dentro del ámbito de sus respectivas competencias, que la elección de candidatos recaiga sobre personas de reconocida solvencia, competencia y experiencia, que se encuentren dispuestas a dedicar una parte suficiente de su tiempo a la Compañía, debiendo extremar el rigor en relación con la elección de aquellas personas llamadas a cubrir puestos de consejeros independientes. A continuación, se procede a exponer brevemente las características básicas de la designación de los citados Consejeros Externos: The basic characteristics of the appointment of the aforementioned external directors are briefly explained below: 1.1 Proprietary Directors Proprietary Directors are directors that represent or that have a shareholding in the Company that is greater than or equal to what is legally considered significant, or that may have been appointed due to their status as shareholders even though their shareholding does not reach the legally established amount. For the purposes of this definition, it shall be assumed that a director represents a shareholder when: a) The director has been appointed by means of the shareholder’s right to representation. b) The person is a director, senior manager, employee or regular service provider of this shareholder, or to companies belonging to the same group. c) The company documentation states that the shareholder accepts that the director has been appointed by it or represents it. d) The director is a spouse, a person connected to the shareholder by a similar level of affinity, or a relative of up to the second degree of kinship of a significant shareholder. 1.2 Independent Directors Independent directors are considered to be those directors appointed because of their personal and professional attributes, who can perform their duties without being influenced by relations with the company, its significant shareholders or its managers. The following people may not qualify as independent directors under any circumstances: a) Those that have been employees or executive directors of companies in the group, unless 3 or 5 years have passed, respectively, since the relationship was terminated. b) Those that receive any amount or benefit for a concept other than the remuneration for being a director, from the company or its group, unless the amount or benefit is insignificant. For the purposes of this section, neither the dividends nor supplementary pension that the director receives in relation to his/her former professional or employment relationship shall be taken into account, provided that such additional payments are not contingent and as a result, the Company that pays them cannot suspend, modify or revoke their payment without being in breach of its obligations. c) Those that are, or have been, during the last three years, a partner in the external auditor’s firm or responsible for the audit report, whether in relation to the audit of the listed company during this period, or of any other company in its group. d) Those that are executive directors or senior managers of another company in which an executive director or senior manager of the Company is an external director. e) Those that maintain, or have maintained during the last year, a significant business relationship with the Company or with any Company in its group, whether on their own behalf or as a significant shareholder, director or senior manager of a company that has or has had this relationship. Business relations are defined as the supply of goods or services, including financial or advisory services, or consultancy. f) Those that are significant shareholders, executive directors or senior managers of a company that receives, or has received during the last three years, significant donations from the Company or its group. People or entities that have solely been patrons of a foundation that receives donations shall not be included in this section. g) Those that are spouses, persons connected by a similar type of affinity, or relative of up to of the second degree of kinship of an executive director or senior manager of the Company. h) Those that have not been proposed, whether for appointment or renewal, by the Appointments Committee. i) Those that are in any of the situations indicated in points a), e), f) or g) of this article in relation to another significant shareholder or representative on the Board. In the case of being a relation as indicated in letter g), the limitation shall not only apply in connection with the shareholder, but also with its proprietary directors in the investee company. Proprietary directors that cease to be entitled to their position as a result of the sale of the shareholder’s stake they represent may only be re-elected as independent directors when the shareholder they represented until this time has sold all of its shares in the Company. In order to establish a reasonable balance between both types of external directors, the Board shall use the ownership structure of the Company as a basis to ensure that the relation between each type of director reflects the relationship between stable and floating capital. ANNUAL CORPORATE GOVERNANCE REPORT 27
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- Page 31 and 32: B.1.30 State the number of meetings
- Page 33 and 34: MR JOSÉ ANTONIO CASTRO SOUSA HOTEL
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- Page 37 and 38: ) Competencies The primary function
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B.1.16 Indicate whether the Board submits a report on the remuneration policy of the directors as a separate point<br />
on the agenda to be voted on by the General Shareholders’ Meeting, for consultation purposes. If so, explain<br />
the aspects of the report concerning the remuneration policy approved by the Board for future years, the most<br />
significant changes in these policies compared to the policy applied during the year and an overview of how the<br />
remuneration policy was applied during the year. Describe the role carried out by the Remuneration Committee<br />
and if external advice has been used, identify the external consultants that provided it:<br />
YES<br />
Issues defined in the remuneration policy<br />
Articles 42 of the Bylaws and 36 of the board regulations mirror the new article 61 b of Act 24/1988, of 28 July, on the stock market, which<br />
expressly states that along with the annual corporate governance report, the board must draw up an annual report on the remuneration of<br />
its directors, which must include complete, clear and comprehensible information on the company remuneration policy approved by the<br />
board for the current year, as well as that planned for future years, where appropriate. It must also include an overall summary of how the<br />
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 />
In this regard, it should be noted that, in accordance with the Bylaw and regulation provisions mentioned above, the annual director<br />
remuneration report for 2011 was brought before the General Meeting held on 29 June <strong>2012</strong> as a separate item on the agenda for a<br />
consultative vote, the result of which were as follows:<br />
- Votos a favor: 99.97%<br />
- Votos en contra: 0.03%<br />
- Abstenciones: 0.00%<br />
Role of the Remuneration Committee<br />
The Appointments and Remuneration Committee plays an important role in all matters related to the remuneration policies of company<br />
directors and senior management, and is the body that proposes the aforementioned remuneration to the Board.<br />
Have external consultants been used<br />
Identity of the external consultants<br />
B.1.17 Indicate, as appropriate, the identity of the members of the Board who are also members of the Board of<br />
Directors, managers or employees of companies that hold significant shareholdings in the listed company and/<br />
or in group entities:<br />
Name or trade name of the director Trade name of significant shareholder Position<br />
MR JOSÉ ANTONIO CASTRO SOUSA<br />
GRUPO INVERSOR HESPERIA, S.A<br />
NATURAL PERSON REPRESENTING THE<br />
ADMINISTRADOR SOLIDARIO (DIRECTOR<br />
WITH AUTHORITY TO REPRESENT<br />
THE COMPANY ACTING ALONE)<br />
EUROFONDO, S.A.<br />
MR FRANCISCO JAVIER ILLA RUIZ GRUPO INVERSOR HESPERIA, S.A JOINT DIRECTOR<br />
MS ROSALBA CASIRAGHI<br />
INTESA SANPAOLO, S.P.A.<br />
MEMBER OF THE AUDIT AND CONTROL<br />
COMMITTEE<br />
MS ROSALBA CASIRAGHI INTESA SANPAOLO, S.P.A. MEMBER OF THE SUPERVISORY BOARD<br />
State, as applicable, the relevant relationships other than those in the point above, of members of the Board of Directors that links them with<br />
significant shareholders and/or in entities in the group:<br />
B.1.18 State whether there has been any modification to the regulations of the Board during the year:<br />
NO<br />
B.1.19 State the procedures for appointing, re-electing, evaluating and removing directors. Name the competent<br />
bodies, the procedures to be followed and the criteria used in each procedure.<br />
Selection procedures for members of the Board.<br />
The directors are appointed by the General Shareholders’ Meeting, or provisionally by the Board of Directors in accordance with the provisions contained<br />
in the Capital Companies Act and the company’s bylaws.<br />
26 ANNUAL CORPORATE GOVERNANCE REPORT
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