These measures have been included in the Board Remuneration and Compensation Policy report that the Company has today submitted to the National Securities Market Commission (CNMV) together with the Annual Report on Corporate Governance, also approved in the meeting of the Board of Directors on 25 February.
Following the aforementioned initiative, variable remuneration is reserved only for Company executives and not Board members.
As has been common practice for years, Red Eléctrica will submit the Board’s annual remuneration and compensation policy, overall and individualised per Board member, for approval by the Annual General Shareholders’ Meeting, an action at the vanguard of best practices of Good Corporate Governance, as no other Spanish listed company has taken up this practice.
The limit of the overall and annual remuneration of the Board of Directors is established in the Company’s By-Laws and stands at a maximum of 1.5% of the annual net profits of the Company approved by the General Meeting.
The total amount of the remuneration of the Board of Directors for 2013 represents 0.3% of the net profits of the Group. In recent years this percentage has been steadily decreasing, from 1.2% in 2004 to stand at 0.3 % in 2013.
Creation of the Lead Independent Director
As highlighted in the Corporate Governance Report, in May 2013 the Board of Directors created the post of Lead Independent Director, which is endowed with broad powers to organise the common positions of the independent directors and serve as the channel of dialogue of such positions to the Chairman of the Board, and as the direct communication channel with shareholders.
Also in May 2013, the Board of Directors approved the new Code of Ethics of the Red Eléctrica Group (the third since its founding) to continue to adapt to the requirements demanded by stakeholders and society in general, and in line with the recommendations of organisations that promote this standard. In addition, the Company has strengthened and extended, under international standards, the information provided on Corporate Governance on its new website, released last year.
In 2013, the Company became the first listed Spanish company to join the International Corporate Governance Network (ICGN), a leading international organisation in Corporate Governance, which is mainly composed of foreign institutional investors.
The Board of Directors has adopted the best recommendations on gender diversity. Four of its members, representing 40% of the Company's external Board members, are women. The percentage of independent Board members is 63.6%, thus meeting the highest international standards. These percentages place the Company in leading positions in the IBEX 35. The Board annually drafts and approves a report on gender diversity, which is again available this year on the corporate website.
New board member
Finally, the Board of Directors of Red Eléctrica, at its meeting held on 25 February, appointed by co-optation Mr. José Ángel Partearroyo Martín as External Nominee Director of the Company in representation of the State Industrial Holding Company (SEPI). At the next General Shareholders’ Meeting, Red Eléctrica will submit this appointment to ratification by shareholders.
The appointment of Mr. Partearroyo, reported as a relevant event to the CNMV, is a result of the resignation tendered by Alfredo Parra García-Moliner from his position as Nominee Director at Board meeting held on 28 January.
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