On the other hand, during the Board of Director's Meeting held on 15th January 2008 the following committees and members were appointed:
- Executive Committee;
- Audit Comittee;
- Appointments, Remuneration and Transfer Pricing Committee (although the effects of the two last ones are subject to the listing of the Company Shares being authorised by the Stock Exchange).
Committees would be chaired by Board Members qualifying as independent according to the Bylaws of the Board of Directors and the Unified Code of Good Governance.
Executive Commitee
|
Name and Surnames
|
Office |
Acting as |
| Mr. Luis Carlos Croissier Batista |
Chairman
|
Independent
|
| Mr. Eduardo Merigó González |
Board Member
|
Shareholder/Representing Controlling Shareholders
|
| Mr. Ricardo Egea Marcos |
|
Shareholder/Representing Controlling Shareholders
|
|
|
DUTIES:
A) To provide information, via the Chairman, about the issues raised by the shareholders in regards to matters within its competence during the General Shareholders Meeting.
B) To make recommendations to the Board of Directors for their submission to the General Shareholders Meeting regarding the appointment of the external Account Auditors as well as the conditions for their engagement, term of their professional office and the removal or renewal of their appointments.
C) To supervise the organisation of the Internal Audit Services.
D) To be familiar with the processing of financial information pertaining to the Company's internal control systems.
E) To maintain appropriate relations with external auditors with a view to receiving information relative to matters that could impair their independence, or any other matters concerning the development process of the account auditing, as well as other communication exchanges provided for in the legislation of account auditing and audit standards .
Audit Committee
|
|
Office
|
Acting as |
| Mr. Nemesio Fernández-Cuesta Luca de Tena |
Chairman
|
Independent
|
| Mr. Eduardo Merigó González |
Board Member
|
Shareholder/Representing Controlling Shareholders
|
| Mr. José María Cata Mestre |
|
Shareholder/Representing Controlling Shareholders
|
|
|
DUTIES:
A) To inform the General Shareholders Meeting about issues raised by the shareholders in regards to matters within its competence.
B) To submit to the Board of Directors the appointment of account auditors external to the Company for submission thereof to the General Shareholders Meeting.
C) To supervise the internal audit services, should that services exist within the Company's organization.
D) To maintain appropriate relations with the external auditors with a view to receiving information relative to matters that could impair their independence, or any other matters relating to the development process of the account auditing as well as other communications provided for in the legislation of account auditing and audit standards.
Appointments, Remuneration and Transfer Pricing Committee
|
Name and Surname
|
Position in the Committee |
Acting as |
| Ms. Ana Yábar Sterling |
Chairman
|
Independent
|
| Mr. Luis Carlos Croissier Batista |
Board Member
|
Independent
|
| Mr. Ricardo Egea Marcos |
Board Member
|
Shareholder/Representing Controlling Shareholders
|
|
|
DUTIES:
A) To evaluate the competence, knowledge and experience necessary within the Board of Directors and consequently define the necessary duties and abilities that candidates must possess to fill each vacancy, and to also evaluate the time and dedication needed for the succesful fulfilment of their duties.
B) To examine or organise as appropriate the President's and First Executive's succession and, if necessary, to submit proposals to the Board of Directors so that the said succession can take place in an orderly and properly planned manner.
C) To inform about the appointments and removals of Senior Staff proposed to the Board of Directors by the First Executive.
D) To inform the Board about gender diversity matters as stated on article 18.9.a) of the Bylaws of the Board of Directors.
E) To propose to the Board of Directors:
a. The retribution policy for Board Members and Senior Staff;
b. The individual retribution of Executive Board Members and contractual conditions affecting such Members.
c. The basic contractual conditions of Senior Staff.
F) To ensure that the retribution policy established by the Company is observed.
G) To inform the Board about the development of the Management Contract with the Managing Company and, particularly, about the accrual and payment of the commissions agreed in the Management Contract.
H) To supervise, if appropriate, the development of the transactions between the Company and its main shareholders, its Board Members and Managerial Staff, the Managing Company and its Most Senior Staff and significant group operations.
I) To issue the report referred to in article 29.7 of the Bylaws of the Board of Directors.