Download Complete PDF - Informe Anual 2012

) When they are removed from the executive offices with which their appointment as a Director was associated or where the reasons
for which they have been appointed are no longer valid. It shall be construed that such a circumstance comes about for a Proprietary
Director when the entity or business group said Director represents ceases to hold a significant shareholding in the Company’s share
capital or when, in the case of an independent Director, they become an executive of the Company or of any of its subsidiaries.
c) When they meet the criteria for incapacity, incompatibility or prohibition established by law, or any of the other criteria established in the
board regulations. All those directly or indirectly holding interests of any type or that have an employment, professional or mercantile
relationship, or relations of any other type with competitor companies, shall be considered incompatible for the position of director,
except when the Board of Directors, with a favourable vote of at least 70% of its members, agrees to set aside this condition.
d) Where they are seriously reprimanded by the Appointments and Remuneration Committee for failing to comply with one of more of
their obligations as Directors.
e) When their permanence on the Board may affect the Company’s good standing or reputation in the market or jeopardise its interest in
any other way whatsoever.
B.1.21 Explain whether the post of chief executive director of the company is also held by the chairman of the Board. If so,
state the measures that have been taken to limit the risks of concentrating powers in a single person:
NO
State and explain, as applicable, whether rules have been established to authorise one of the independent directors to call meetings of the
Board or to include new points on the agenda, in order to coordinate and represent the concerns of the external directors, and to oversee
evaluation by the Board.
YES
Explanation of the rules
Article 21 of the Regulations of the Board (Article 21.2) empowers directors to ask the Chairman to include items on the agenda, and
the Chairman is obliged to include these when the request has been made at least ten days prior to the date set for the meeting and is
accompanied by the relevant documentation needed for said items to be communicated to the other members of the Board. Likewise, when
the Chairman of the Board is also the Chief Executive Director of the company, the Board shall appoint one of the independent directors to
coordinate and represent the concerns of the external directors and to oversee the evaluation of the Chairman by the Board.
B.1.22 Are reinforced majorities, different from legal majorities required for any type of decision
YES
State how resolutions of the Board of Directors are adopted, indicating at least the minimum quorum and the type of majority required to
pass resolutions:
Description of the resolution:
For any resolution, other than the above
Quorum %
Half plus one of the members of the Board of Directors.. 51.00
Type of majority %
Absolute majority of those attending 51.00
Description of the resolution:
Appointments of directors that directly or indirectly hold interests of any type or that have an employment, professional or mercantile relationship,
or relations of any other type with competitor companies.
Quorum %
Half plus one of the members of the Board of Directors. 51.00
Type of majority %
70% of its members 70.00
B.1.23 State whether there are specific requirements, other than those relating to directors, in order to be appointed
Chairman:
NO
B.1.24 State whether the Chairman has the casting vote:
YES
ANNUAL CORPORATE GOVERNANCE REPORT 29