Annual Report and Consolidated Account
014
141
RECOMMENDATIONS
(July 18
th
2013 Corporate Governance law in
)
Details of the
adoption of the
recommendation
III. REMUNERATION
III.1.
The remuneration of the executive members of the board shall be based
on actual performance and shall discourage taking on excessive risk-taking.
Adopted
Part I
Numbers 69. to 79.
of this Corporate
Governance Report
III.2.
The remuneration of the non-executive board members and the remu-
neration of the members of the Audit Committee shal not include any compo-
nent whose value depends on the performance of the company or of its value.
Adopted
Part I
Numbers 69. 70. and 71.
of this Corporate
Governance Report
III.3.
The variable component of remuneration shall be reasonable overall
in relation to the fixed component of the remuneration and maximum limits
should be set for all components.
Not applicable
Part I
Numbers 69. to 76.
of this Corporate
Governance Report
III.4.
A significant part of the variable remuneration should be deferred for a
period not less than three years, and the right of the payment shall depend on
the continued positive performance of the company during that period.
Not applicable
Part I
Numbers 69. to 76.
of this Corporate
Governance Report
III.5.
Members of the Board of Directors shall not enter into contracts with the
company of with third parties which intend to mitigate the risk inherent to re-
muneration variability set by the company..
Not applicable
No such contracts exist.
Part I - Numbers 69. to
76. of this Corporate
Governance Report
III.6.
Executive board members shall maintain the company’s share that were
allotted by virtue of variable remuneration schemes, up to twice the value of
the total annual remuneration, except for those that need to be sold for paying
taxes on the gains of said shares, until the end of their mandate.
Not applicable
No variable
remuneration is paid
to executive directors.
Part I - Numbers 69. to
76. of this Corporate
Governance Report.
III.7.
When the variable remuneration includes the allocation of options, the
beginning of the exercise period shall be deferred for a period not less than
three years.
Not applicable
No variable
remuneration is paid
to executive directors.
Part I - Numbers 69. to
76. of this Corporate
Governance Report
III.8.
When the removal of board members is not due to serious breach of their
duties nor to their unfitness for the normal exercise of their functions but is
yet do on inadequate performance, the company shall be endowed with the
adequate and necessary legal instruments so that any damages or compensa-
tion, beyond that witch is legally due, is unenforceable.
Adopted
In such situations
the legal rules
are applied
