Corporate governance

Corporate governance

Corporate rules

The implementation of the best principles and practices of corporate governance is a top-level strategic element and an essential requirement to ensure good governance of the Company.

This English translation is exclusively for information purposes and is based on the original, official document in the Spanish language, available in the Spanish version on the company´s website.

 

Rules of governance applied by the Company

 

Succession plan for the Company’s chairman and Contingency plans for succession of the Board chairman and of the chief executive officer

At its meeting held on 27 October 2011, the Board of Directors approved the Succession plan for the Company’s chairman, following a corporate governance practice that is becoming increasingly common worldwide, to determine a model profile for the candidates and ensure the continuity of the business, thereby reducing as far as possible the possible risks or negative effects of the appointment of a new chairman, until he or she has fully settled into the role. But since 2011, the company has been reviewing the Succession plan in line with advances in the area of good corporate governance and in view of the various legislative amendments.

In terms of the Contingency plans for succession of the Board chairman and of the chief executive officer (approved at the meeting of the Board of Directors on 19 December 2017), set out respectively the profiles and functions of the positions of Board chairman and chief executive officer and lay down the actions that should be taken immediately inside the Company if unexpected or unforeseeable events impede the chairman of the Board of Directors and the chief executive officer from performing their duties during their term of office.

Both plans set out detailed objectives, the events that trigger their application, the responsible bodies and the actions to be carried out in each phase, from the first 24 hours through the first month, assigning responsibilities and specific functions and avoiding risks of an unforeseen and disorderly succession. Those plans must be reviewed at least every 6/12 months (last update approved at the meeting of the Board of Directors on 29 January 2019).

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