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ANNUAL REPORT 2011
II.1.2.3. The evaluation of the independence of
the non-executive directors by the management
body shall take into account the legal rules and
regulations in force on the requirements of
independence and the regime of incompatibilities
applicable to the members of other social bodies,
assuring coherency systematically and throughout
time in the application of independence criteria to
the entire company. The director which, in other
corporate body, would not be able to assume that
quality under the applicable rules, shall not be
considered as independent.
The Board of Directors body is composed by three
members and includes a member, Prof. Juan Carlos
Vázquez-Dodero that is a non-executive member.
The mentioned member is a non-executive director
of affiliated companies.
This member does not accomplish any business or
activities with the Company in the meaning of the
397º and 398 articles of the Commercial Societies
Code(CSC). However he does not accomplish the
requirements of independence stated in the 414th,
nº 5 article of the mentioned CSC, in the meaning
that he, however, is a non-executive member of the
board of directors of affiliated companies - and in this
sense he accomplishes the UE Recommendation the
15th February 2005 over this theme - he does not
accomplish the more restrictive meaning stated by
the CMVM. Regarding the items of incompatibility, the
same non-executive director accomplish those rules
with the exception of the c) alinea nº 1 of the CSC
414-A article.
In conclusion, however the Company’s administration
structure is not governed by a auditory committee that
takespart of it’sBoardofDirectors (andso thecompany
is not legally obliged to accomplish the 423º-Barticle of
CSC code, namely nºs 4and5), it is understood that the
itemrequired under the points II.1.2.3. of the Corporate
Governance Code is complied with.
II.1.5.6. At least one of the Remuneration
Committee’s representatives shall be present at
the Annual Shareholders’ General Meeting.
The company has complied with this
Recommendation at the Annual G. Meeting taking
place in 2011.
II.2. Identification and composition of other
committees created with responsibilities for the
management or the supervision of the company.
Not existent.
II.3. Organizational structure or functional chart
concerning the delegation of responsibilities
among the various corporatebodies, committees
and/or departments within the company,
including information on the scope of delegating
responsibilities or distributing duties among the
members of the Management or Supervisory
bodies, as well as a list of non-delegable subject
matters and delegable subject matters.