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Corporate Governance Report
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 regula-
tions 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 applica-
tion of independence criteria to the entire company.
The director which, in other corporate body, would
not be able to assume that quality under the appli-
cable 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 affili-
ated companies.
This member does not accomplish any business or ac-
tivities with the Company in the meaning of the 397º and
398º 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 af-
filiated companies - and in this sense he accomplishes
the UE Recommendation the 15th February 2005 over
this theme - he does not accomplish the more restric-
tive meaning stated by the CMVM. Regarding the items
of incompatibility, the same non-executive director ac-
complish those rules with the exception of the c) and h)
alineas of the nº 1 of the CSC 414-A article.
In conclusion, however the Company’s administration
structure is not governed by a auditory committee that
takes part of it’s Board of Directors ( and so the compa-
ny is not legally obliged to accomplish the 423º-B article
of CSC code, namely nºs 4 and 5), it is understood that
the item required under the points II.1.2.3. of the Corpo-
rate Governance Code is complied with.
II.2. Identification and composition of other com-
mittees created with responsibilities for the man-
agement or the supervision of the company.
Not existent;
II.3. Organizational structure or functional chart
concerning the delegation of responsibilities among
the various corporate bodies, committees and/or
departments within the company, including infor-
mation 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 sub-
ject matters.
