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b)
Remuneration for professional, commercial or employment relationships involving
directors, whether they have executive powers or otherwise, as a result of any
duties they perform at the Company or Group, are excluded from the
aforementioned limit.
c)
If the number of meetings of the Board or of its Committees in a year reach the
maximum number indicated, the remaining sessions will not generate entitlement
to receive attendance fees.
d)
Should the contracts mentioned in point b) above contain agreements which, in the
event of early or unilateral termination by the Company, bind the Company to pay
compensation quantified in the contract itself, the total amount of such
compensation may not exceed €3 thousand for all the contracts in force at each
date. Its possible payment, where appropriate, will not be calculated for the
purposes of the maximum limit set for the aggregated remuneration of the directors.
e)
Remuneration, if any, derived from any incentive schemes or variable remuneration
expressly approved by the General Shareholders' Meeting will also be considered to
be excluded.
f)
The establishment of the exact amount of the fixed remuneration of the members of
the Board of Directors and the Executive Committee, and of the per diems for
attendance at each one of the meetings of the different corporate bodies is expressly
delegated to the Board of Directors, respecting the aforementioned maximum
amounts.
As stated in the 2013 Annual Remuneration Report, the economic results for that year
approved by the General Shareholders' Meeting exceeded the forecasts used to determine
the possible recovery of the 15% reduction which was applied in 2013 to directors'
remuneration, as part of the Board's austerity policy. Consequently, in 2014, directors
received that amount, corresponding to 2013, the year in which it accrued.
In 2014, the directors received the full amount of their ordinary remuneration, and the
remuneration policy was not modified.
The criteria used to define the remuneration policy are as follows:
−
Stability, simplicity and transparency of the system, integrated by certain fixed
items.
−
Possibility of reducing remuneration based on the Company's economic results and
of including extraordinary remuneration tied to the effective obtainment of
particularly significant economic or strategic targets, limited to directors with a
higher level of involvement and responsibility.
−
Group category to which the Company belongs, level of professional devotion,
experience and qualifications required by the directors and activity sector.
−
Differences between the remuneration of executive directors and that of other
directors who do not perform this type of function, but who also provide other
professional services to the Company, of particular significance.
−
Additional variable remuneration tied to the Company's economic results may be
included for executive directors and occasionally for directors who carry out other
different functions or who are advisors with a stable professional relationship.