Composition

Mr. José Barreiro HernándezCommitee Chairman – Independent
Mr. Daniel B. More – Independent
Ms. Cristina Aldámiz-Echevarría González de Durana – Proprietary
Mr. Deepak Agrawal – Proprietary
 

Summary of powers and responsibilities

The powers of the Appointments and Remuneration Committee shall be those stipulated in the Law and at least the following:

  • (a) Evaluate the competencies, knowledge and experience needed in the Board of Directors. For this purpose, it will define the functions and skills necessary for the candidates who need to fill each vacancy and evaluate the time and dedication so that they can effectively play their role.
  • (b) Set a goal of representation for the under-represented gender in the Board of Directors and develop directives on how to achieve this objective.
  • (c) Present to the Board of Directors those proposals for the appointment of Independent Directors for their appointment designation by co-optation or for its presentation to the decision of the Shareholders General Meeting, as well as proposals for re-election or separation of these Directors by the Shareholders General Meeting.
  • (d) Inform about the proposals for appointment of the remaining Directors for appointment by co-optation or for presentation to the decision of the Shareholders General Meeting, as well as proposals for re-election or separation by the Shareholders General Meeting.
  • (e) Inform about the proposals for appointment and separation of senior managers and the basic terms of their contracts.
  • (f) Examine and organize the succession of the Board of Directors Chairman and the Chief Executive of the company and, where appropriate, make proposals to the Board of Directors so that said succession takes place in an orderly and planned manner.
  • (g) Propose to the Board of Directors the directors and general managers’ remuneration policies or those who develop the positions of senior management under the Board, Executive Committees or CEO, as well as the individual remuneration and other contractual terms and conditions of the Executive Directors, ensuring their compliance.
  • (h) Check the remuneration policy established by the Company.
  • (i) Periodically review the remuneration policy applied to the Members and senior executives, including remuneration systems with actions and its application, including the annual report on remuneration of directors.
  • (j) Ensure that the remuneration of the external auditor for his work does not compromise quality or independence.
  • (k) Verify information about remuneration of Members and senior management contained in the various corporate documents, including the annual report on remuneration of directors.

In addition to the functions listed in the previous paragraph, the Appointments and Remuneration Committee will monitor compliance with the rules of corporate governance, internal codes of conduct and corporate social responsibility policy, with the following functions:

  • (a) Supervision of compliance with internal codes of conduct and corporate governance rules of the Company.
  • (b) Supervision the communication strategy and relations with shareholders and investors, including small and medium shareholders.
  • (c) The periodic assessment of the adequacy of the system of corporate governance of the Company , in order to fulfill its mission of promoting social interest and consider, as appropriate, the legitimate interests of other stakeholders.
  • (d) A review of the corporate responsibility policy of the Company, ensuring that is aimed at value creation.
  • (e) Supervision of strategy and corporate social responsibility practices and evaluation of their compliance.
  • (f) Supervision and evaluation processes associated with different interest groups.
  • (g) The evaluation of all matters relating to non-financial risks of the Company, including operational, technological, legal, social, environmental, political and reputational.
  • (h) Coordination of the report non-financial information and diversity, in accordance with the applicable regulations and international reference standards.