Appointment and Remuneration Committee
| Title | Name | Type | Representative |
|---|---|---|---|
| Chairman | Mr. Carlos Fernández-Lerga Garralda | External Independent | N/A |
| Members | Mr. Juan Luis Arregui Ciarsolo | Other External Directors | N/A |
| Mr. Santiago Bergareche Busquet | External Independent | N/A | |
| Secretary Non Member | Mr. Carlos Rodríguez-Quiroga Menéndez | Executive |
N/A |
Article 15 of the Board of Directors Regulations: The Appointment and Remuneration Committee
1. The Appointment and Remuneration Committee shall be comprised of three (3) External Directors. The Board shall endeavor to ensure that the members of the Appointment and Remuneration Committee are appointed by taking into account their knowledge, capacity and experience in the matters entrusted to the Committee.
2. The Appointment and Remuneration Committee shall choose a Chairman from among its members. It shall likewise appoint the Secretary to the Committee, who may either be one of its members or the Secretary or Deputy Secretary to the Board of Directors, who does not have to be a Director, in which case he/she shall not be considered as a member of the Committee.
3. Concerning the way the Appointment and Remuneration Committee is run internally, particularly concerning the way its meetings are called and the way it adopts resolutions, it shall be governed by the provisions laid down for the Board of Directors in the Bylaws and the Board of Directors Regulations for matters not foreseen in its specific regulations, as long as they are compatible with the Committee’s nature and functions.
4. Without prejudice to other responsibilities the Board may assign to it, the Appointment and Remuneration Committee shall have the following basic responsibilities:
a) Informing about, or proposing to the Board of Directors the proposals the Board may bring before the General Shareholders’ Meeting concerning appointments, reappointments to offices and the ratification or dismissal of Directors, with criteria as regards their suitability to the Company’s interests. The Committee shall have the same functions in circumstances of cooptation. For these purposes, among other considerations, the necessary competence, knowledge and experience shall be taken into consideration and consequently the candidates’ functions and abilities, as well as the time and dedication needed so that they may perform their duties.
b) Informing the Board of Directors for its approval about the appointment of the Chief Executive Officer, the Chairman, the Deputy Chairman, the Secretary and the Deputy Secretary to the Board, as well as about the specific related-party schemes of the Chairman and the Chief Executive Officer.
c) Proposing the members that should form part of each of the Board’s Committees to the Board of Directors for its approval.
d) Proposing the Directors’ remuneration scheme and its annual amounts to the Board of Directors, as well as the individual remuneration for Executive Directors, along with the rest of their contract conditions. All the foregoing shall be in accordance with the provisions set forth in the Corporate Bylaws and these Regulations.
e) Informing about the appointment of individuals who will represent the Company either as administrators or as representatives of the administrators before the bodies of the Company’s subsidiaries and the companies in which it holds a stake that the Board may deem most relevant.
f) Providing information concerning the Board’s possible authorization or waiving thereof to Directors in the circumstance set forth in Article 29 contained herein.
g) Informing the Board of Directors about the appointment and, should it be the case, the dismissal of the Company’s senior management, and describing and organizing Senior Management’s structure, organization chart and job descriptions. The former shall be carried out at the proposal of (i) the Chairman of the Board of Directors, (ii) the Chief Executive Officer and/or (iii) the Board’s Committees, depending on the individual or body to which Senior Management may report.
h) Approving the Company’s Senior Management remuneration scheme and bands, as well as their remuneration, including any compensation in the event of dismissal or removal from office and other basic contract conditions and regularly reviewing remuneration schemes. All the foregoing shall be done at the request of (i) the Chairman of the Board of Directors or (ii) of the CEO, depending on the individual or body to which Senior Management may report.
i) Informing the Board of Directors for its approval about multi-year incentive schemes.
j) Ensuring observance of the remuneration policy set by the Company and transparency concerning remuneration, reviewing the information about the remuneration of Directors and Senior Management that the Board of Directors has to approve and include in publicly available information. k) Drawing up and keeping the list of offices that comprise Senior Management and Executive team updated, in keeping with the prevailing organization chart and job descriptions.
l) Providing information on matters within its competence in the Company’s Sustainability Report or its Social Responsibility Report for its approval by the Board of Directors.
m) Ensuring that when new vacancies on the Board of Directors are filled, the selection procedures do not suffer from any implicit discriminatory biases due to any reason whatsoever.
n) Examining and organizing the Chairman’s and the Chief Executive Officer’s succession so that they may be properly understood, and bringing proposals before the Board, so that such successions come about in an orderly, well-planned fashion.
5. The Committee shall take into consideration any suggestions from the Company’s Chairman, Directors, Executives or shareholders.
6. The Appointment and Remuneration Committee shall meet whenever the Board or its Chairman may request the issuing of a report or the adoption of proposals and, in any case, whenever it may turn out to be suitable for the proper performance of its duties, or whenever two of the Committee’s members should so request. In any event, it shall meet at least twice a year.
7. The Appointment and Remuneration Committee shall bring before the Board of Directors for its approval a Report on its activities throughout the year. Likewise, the Chairman of the Appointment and Remuneration Committee shall inform the Board of Directors of its activities - and the work it has performed - at the first Board meeting after a Committee meeting is held.
8. Any employee of the Company or its management team required to do so shall be obliged to take part in the Committee’s meetings, collaborate with it and provide it with access to any information he/she may have.
9. In order to enhance the fulfillment of its functions, the Appointment and Remuneration Committee may request external professional advice. In such an event, the provisions set forth in these Regulations shall apply.