31. All Directors should express clear opposition when they feel a proposal submitted for the board’s
approval might damage the corporate interest. In particular, independents and other Directors unaf-
fected by the conflict of interest should challenge any decision that could go against the interests of
shareholders lacking board representation.
When the board makes material or reiterated decisions about which a director has expressed serious
reservations, then he or she must draw the pertinent conclusions. Directors resigning for such causes
should set out their reasons in the letter referred to in the next Recommendation.
The terms of this Recommendation should also apply to the Secretary of the board, director or other-
wise.
32. Directors who give up their place before their tenure expires, through resignation or otherwise,
should state their reasons in a letter to be sent to all members of the board. Irrespective of whether
such resignation is filed as a significant event, the motive for the same must be explained in the
Annual Corporate Governance Report.
See section: C.1.9
33. Remuneration comprising the delivery of shares in the company or other companies in the group,
share options or other share-based instruments, payments linked to the company’s performance or
membership of pension schemes should be confined to executive Directors.
The delivery of shares is excluded from this limitation when Directors are obliged to retain them until
the end of their tenure.
Partially complies
Complies
Explain
Not applicable
Partially complies
Complies
Explain
Not applicable
Partially complies
Complies
Explain
Not applicable
34. External Directors’ remuneration should sufficiently compensate them for the dedication, abil-
ities and responsibilities that the post entails, but should not be so high as to compromise their
independence.
35. In the case of remuneration linked to company earnings, deductions should be computed for any
qualifications stated in the external auditor’s report.
36. In the case of variable awards, remuneration policies should include technical safeguards to
ensure they reflect the professional performance of the beneficiaries and not simply the general
progress of the markets or the company’s sector, atypical or exceptional transactions or circum-
stances of this kind.
Partially complies
Complies
Explain
Partially complies
Complies
Explain
Partially complies
Complies
Explain
Partially complies
Complies
Explain
37. When the company has an Executive Committee, the breakdown of its members by director cate-
gory should be similar to that of the board itself. The Secretary of the board should also act as secre-
tary to the Executive Committee.
See sections: C.2.1 and C.2.6
Partially complies
Complies
Explain
Not applicable
38. The board should be kept fully informed of the business transacted and decisions made by the
Executive Committee. To this end, all board members should receive a copy of the Committee’s
minutes.
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Report 2013
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