26. The proposal for the appointment or renewal of Directors which the board submits to the General
Shareholders’ Meeting, as well as provisional appointments by the method of co-option, should be
approved by the board:
a) On the proposal of the Nomination Committee, in the case of independent Directors.
b) Subject to a report from the Nomination Committee in all other cases.
See section: C.1.3
Partially complies
27. Companies should post the following director particulars on their websites, and keep them
permanently updated:
a) Professional experience and background;
b) Directorships held in other companies, listed or otherwise;
c) An indication of the director’s classification as executive, proprietary or independent; in the case
of proprietary Directors, stating the shareholder they represent or have links with.
d) The date of their first and subsequent appointments as a company director, and;
e) Shares held in the company and any options on the same.
Partially complies
28. ProprietaryDirectors should resignwhen the shareholders they represent dispose of their ownership
interest in its entirety. If such shareholders reduce their stakes, thereby losing some of their entitlement to
proprietaryDirectors, the latter’s number shouldbe reduced accordingly.
See sections: A.2, A.3 and C.1.2
Partially complies
30. Companies should establish rules obliging Directors to inform the board of any circumstance that
might harm the organisation’s name or reputation, tendering their resignation as the case may be,
with particular mention of any criminal charges brought against them and the progress of any subse-
quent trial.
The moment a director is indicted or tried for any of the crimes stated in article 213 of the Ley de
Sociedades de Capital (the “Companies Act”), the board should examine the matter and, in view of
the particular circumstances and potential harm to the company’s name and reputation, decide
whether or not he or she should be called on to resign. The board should also disclose all such deter-
minations in the Annual Corporate Governance Report.
See sections: C.1.42 and C.1.43
29. The Board of Directors should not propose the removal of independent Directors before the
expiry of their tenure as mandated by the Articles of Association, except where just cause is found
by the board, based on a proposal from the Nomination Committee. In particular, just cause will
be presumed when a director is in breach of his or her fiduciary duties or comes under one of the
disqualifying grounds enumerated in Order ECC/461/2013.
The removal of independents may also be proposedwhen a takeover bid, merger or similar corporate
operation produces changes in the company’s capital structure, in order to meet the proportionality
criterion set out in Recommendation 11.
See sections: C.1.2, C.1.9, C.1 .19 and C.1 .27
Partially complies
Annual Corporate Governance Report
Report 2013
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