Corporate Governance Report
18. Distinction between executive and non-executive members and,
as regards no-executive members, details of members that may
be considered independent
The governing body of the Company is made up of three directors and includes one non-exec-
utive member, Prof. Juan Carlos Vázquez-Dodero de Bonifaz, who is not associated with any
specific interest groups, whether of the Company or its principal shareholders, 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 independ-
ence stated in art 414.5 of the CSC, in particular as stated in the European Commission
Recommendation of 15 February 2005. Face to this Recommendation, in it´s point number 13,
it is determined, about the independence requirement, that an administrator must be con-
sidered 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 de Bonifaz, 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 inter-
feres with the management of the company, neither provides any other type of service to any
of these companies and has no other type of commercial relationship (material or non-ma-
terial), 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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