Annual Report and Consolidated Accounts 2015
18. Distinction between executive and non-executive members
The governing body of the Company is made up of three directors and includes one
non-executive member, Prof. Juan Carlos Vázquez-Dodero, who is not associated
with any specific interest groups, whether of the Company or its principal share-
holders, and has no material interests that might clash or interfere with the free
performance of his duties as a director. No internal control committee has been
established. Said non-executive member is a director of related companies, in which
he does not perform any executive functions. He does not carry out any activities
or businesses with the Company, within the meaning of articles 397 and 398 of the
Companies Code (CSC)
and meets the other requirements for independence stated
in art 414.5 of the CSC, in particular as stated in the European Commission Recom-
mendation of 15 February 2005. Face to this Recommendation, in it´s point num-
ber 13, it is determined, about the independence requirement, that an administrator
must be considered independent if he has no business, family, or other relations with
the company, either with the control shareholders, as well with the directive bodies
of any of them – that can create a conflict of interest that undermine his judgment.
These independence requirements are complete fulfilled by the non-executive
member of Board of Directors, Prof. Juan Carlos Vazquez-Dodero, and so this is an
independent member.
The above mentioned non-executive director, as a non-executive director of the
Board of Directors of companies included in or linked to the Ibersol Group, does
not collaborate or interferes with the management of the company, neither pro-
vides any other type of service to any of these companies and has no other type of
commercial relationship (material or non-material), whether of service provision
or another nature, and is not a beneficiary of any kind of remuneration beyond that
received annually as a non-executive director of Ibersol, SGPS, SA.
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