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ANNUAL REPORT 2011
will apply to the end of two terms from the date
of beginning of validity of the recommendation
contained in section II.2.5 of the Code of
Corporate Governance in its previous wording
(the latter with effect from September 2007).
Thus, such rotation there would at the end of
the current term (2009/2012).
II.12. Number of meetings held by the
Management and Supervisory Bodies as well
as reference to the minutes of those meetings
Also in accordance with the Company articles
of association, the Board of Directors normally
meets once each quarter and, besides that,
any time the Chairman or two of its members
summon it; the resulting resolutions should be
contained in the respective minutes. The Board
of Directors can only deliberate if a majority of
its members are present or represented and
resolutions will be decided by majority of issued
votes. The Board of Directors met ten times and
the Statutory Audit Committee five times over
the course of financial year 2011.
The Executive Committee regular meets twice a
moth, and has met twenty two times in the year
2011. The board of directors and statutory audit
committee meeting minutes are contained in the
respective books.
II.13. Indication about the number of meetings
of the Executive Committee or the Board of
Directors, as well as the holding of minutes of
these meetings and it´s sent, together with
the calls, as appropriate, to the Chairman of
the Board of Directors, the Chairman of the
Audit or the Audit Committee, the Chairman
of the Supervisory Board and the President’s
Commission for financial issues
Refer to the terms of the information provided
in the preceding paragraph, noting that the
Executive Committee met on 22 occasions in
2011, and provides the minutes to the Board of
Directors and the Chairman of the Supervisory
Board. Therefore it is not applicable any formal
call of these organs.
II.14. Distinction of the executive members
of the non - executives, and among these,
discrimination of members that would meet if
they were to apply the rules of incompatibility
provided for in paragraph 1 of Article 414-A of
the Companies Code, other than that specified
in subparagraph b) and the independence
criteria set out in paragraph 5 of article 414,
both of the Companies Code (CSC)
The Board of the Society is composed of three
directors and includes a member, Prof. Juan
Carlos Vázquez-Dodero, which is a non-executive
member not associated with groups of specific
interests of the Company or its shareholders,
not to have relevant interests which may conflict
or interfere with the free exercise of their social
mandate, longer referring it was not set up any
internal control committee. That member is