Appointments and Remuneration Committee

• Cándido Velázquez-Gaztelu Ruiz (President)
• Ramón de Miguel Egea
• Luis Solana Madariaga
• Juan Verde Suárez

The functions and competences of the Appointments and remunerations committee are the following:

• Report to the Board of Directors about new appointments, reelection, end of activity of any of the Board members and their position, as well as the general policy of remunerations and incentives for the members and the senior management.
• Provide a preliminary report on all proposals to be presented by the Board of Directors to the Shareholders for the appointment or end of activity or resignation of Board members, even in the event of co-opting by the Board of Directors itself.
• Draw-up an annual report on the activities of the Appointments and remunerations committee.
• Assess the competences, knowledge and experience of the Board members, define the abilities and skills that candidates need to have in order to fill the vacant positions, as well as evaluate the time and dedication needed for an appropriate performance of their tasks.
• Report the new appointments and end of activity of the senior managers proposed by the Chairman to the Board of Directors.
• Report the Board of Directors on miscellaneous matters.
• Report the Board of Directors of the remuneration policy of directors and senior managers.
• Inform the Board of Directors about the individual remuneration of the Board members and the approval of Contracts that the company enters into with each counselor.
• Ensure the compliance with the remuneration policy established by the company.
• Seek for the Chairman or CEO advice, especially in matters related to the executive directors and senior managers.
• Analyze the requests that any Board member may formulate for the consideration of potential candidates to fill the vacant positions in the Board, as well as the vacant positions in the Company.

The Appointments and Remunerations Committee meets as often as required in order to comply with the aforementioned functions, at least twice a year, and whenever called by the Chairman, on his own initiative or at the request of any of its members, or when being all members present, they decide to hold a meeting.

The Appointments and Remunerations Committee will be validly constituted when attended by the majority of its members. Attendance may be delegated to another counselor. Resolutions will be validly adopted when voted in favor by the majority of Committee’s members present.