BOARD OF DIRECTORS AND BOARD COMMITTEES

Nominating, Compensation and Corporate Governance Committee

Duties

 

Without prejudice to any other tasks that the Board of Directors may assign thereto, the Nominating, Compensation and Corporate Governance Committee shall have the following powers and duties:

1) To evaluate the skills, knowledge and experience necessary within the Board of Directors. For such purposes, it shall determine the functions and aptitudes needed in the candidates who must fill each vacancy and shall evaluate the time and dedication required for them to effectively carry out their tasks.

2) To establish a goal for representation by the less represented gender on the Board of Directors and prepare guidance on how to reach this objective.

3) To submit proposed appointments of independent Directors to the Board of Directors for appointment on an interim basis to fill a vacancy or for submission of such proposals to a decision by the shareholders at the General Shareholders’ Meeting, as well as proposals for the re-election or removal of such Directors by the shareholders at the General Shareholders’ Meeting.

4) To submit proposed appointments of the other Directors of the Company for appointment on an interim basis to fill a vacancy or for submission of such proposals to a decision by the shareholders at the General Shareholders’ Meeting, as well as proposals for the re-election or removal thereof by the shareholders at the General Shareholders’ Meeting. To also report on proposals for the appointment and removal of the Secretary and any Deputy Secretary of the Board of Directors of the Company, as well as proposals for the appointment, re-election and removal of Directors from the subsidiaries thereof.

5) To report on proposals for the appointment and removal of the Senior Executive Officers of the Company and its subsidiaries.

6) To report on the proposals for appointment of the members of the Executive Commission and of the other Committees of the Board of Directors, as well as the respective Secretary and, if applicable, the respective Deputy Secretary.

7) To propose to the Board of Directors the appointment of the Lead Director from among the independent Directors.

8) Together with the Chairman of the Board of Directors, to organize and coordinate a periodic assessment of the Board of Directors pursuant to these Regulations.

9) To report on the periodic evaluation of the performance of the Chairman of the Board of Directors.

10) To examine or organize the succession of the Chairman of the Board of Directors and, if applicable, to make proposals to the Board of Directors so that such succession occurs in an orderly and planned manner.

11) To propose to the Board of Directors, within the framework established in the By-Laws, the compensation for the Directors and review it periodically to ensure that it is in keeping with the tasks performed by them, as provided in Article 34 of these Regulations.

12) To propose to the Board of Directors, within the framework established in the By-Laws, the extent and amount of the compensation, rights and remuneration of a financial nature, of the Chairman of the Board of Directors, the executive Directors and the senior executive officers of the Company, as well as the basic terms of their contracts, for purposes of contractual implementation thereof.

13) To prepare and propose to the Board of Directors an annual report regarding the Director compensation policy.

14) To verify the information regarding the compensation of the Directors and senior executive officers set forth in the various corporate documents, including the annual report on the Director compensation policy.

15) To supervise compliance with the Company’s internal rules of conduct and the corporate governance rules thereof in effect from time to time.

16) To exercise such other powers and perform such other duties as are assigned the Nominating, Compensation and Corporate Governance Committee in these Regulations.

 

Composition

Name Position Type Date of Appointment
Mr. Francisco Javier de Paz Mancho Chairman Independent April 8, 2016
Mr. José Javier Echenique Landiríbar Member Independent May 4, 2017
Mr. Peter Erskine Member Other external February 27, 2008
Ms. Sabina Fluxà Thienemann Member Independent April 27, 2016
Mr. Luiz Fernando Furlán Member Independent May 4, 2017

 

OTHER ADVISORY OR MONITORING COMMITTEES