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2
ANNUAL REPORT ON THE REMUNERATION OF DIRECTORS OF
LISTED CORPORATIONS
A
REMUNERATION POLICY OF THE COMPANY FOR THE CURRENT YEAR
A.1. Explain the Company's remuneration policy. This heading includes information on:
•
General principles and fundamentals of the remuneration policy.
•
The most significant changes made to the remunerations policy with respect to that
applied in the preceding year, as well as the changes made in the year in the
conditions for the exercise of options already granted.
•
Criteria used to establish the Company's remuneration policy.
•
Relative importance of the variable remuneration items with respect to the fixed
items and criteria followed to determine different components of the directors'
remuneration package (remuneration mix).
The general principles and bases are included in article 44 of the articles of association and
in article 32 of the Board of Directors' Regulations.
Its current structure is as follows:
1)
Annual fixed remuneration for the members of the Board of Directors, plus
attendance fees for meetings.
2)
Annual fixed remuneration for the members of the Executive Committee, plus
attendance fees for meetings.
3)
Attendance fees for the Audit and Control Committee and for the Appointments and
Remuneration Committee, which do not receive annual fixed remuneration.
4)
Specific remuneration for: (a) executive directors and (b) other directors with a
special professional relationship with the Group and/or who perform additional
work, of a specific nature and of special relevance and significance for the Company's
interests, on a regular or exceptional basis.
For each fiscal year or for the years established by the General Shareholders’ Meeting, the
latter will decide the amount of the individual remunerations, or will fix a total maximum
for each remuneration item or for both. The remuneration may differ from one Director to
another. Subject to approval by the General Shareholders’ Meeting, remuneration may also
involve the delivery of shares or rights thereon, or remuneration which takes their value as
reference. To date, such type of remuneration has not been proposed by the Board of
Directors nor has it been applied.
The 2012 Ordinary General Shareholders’ Meeting adopted the resolution transcribed
below, which is that in force to determine the maximum limit of the joint remuneration of
the directors and the items which may be included in such maximum:
a)
Mixed remuneration for Board membership and attendance fees in each year may
not exceed €3 thousand as a whole over each year, in line with that stipulated in the
articles of association and from time to time by the General Shareholders’ Meeting.