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Corporate Governance Report
RECOMMENDATIONS (Corp. Gov. Code)
COMPLIANCE
shall be determined for all components; (iii) A significant part of the
variable remuneration shall be deferred for a period not inferior to
three years, and its payment shall depend upon the continuation of
the positive performance of the company during that period; (iv) The
members of the management body shall not enter into contracts,
either with the company, or with third parties, which have as effect,
to mitigate the risk inherent to the remuneration variability that is
determined by the company; (v) until the term of their mandate,
the executive directors shall keep the company’s shares, which they
have accessed by way of variable remuneration schemes, until the
limit of twice the value of their global annual remuneration, with the
exception of those which need to be divested in order to pay taxes
resulting from the capital gains regarding those shares; (vi) In cases
where the variable remuneration includes the award of options,
the beginning of the fiscal year shall be deferred for a period of
no less than three years. (vii) Adequate legal instruments shall be
established so that the determined compensation for any form of
unjust dismissal of a director is not paid if the dismissal or
termination by agreement is due to the director’s inadequate
performance; (viii) The remuneration of the non-executive members
of the Board shall not include any component which value depends
on the company’s performance or the company’s value.