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Annual Accounts

253

Annual Report 2014 BME

In this respect, at 31 December 2014, the Board of Directors featured the following characteristics:

significant presence of independent Directors (50% of the entire Board of Directors and 60% of external

Directors), in addition to the presence of an otheranother external Director, which would increase the

percentage of “non-proprietary” Directors to 58.33% of the Board of Directors and 70% of the external

Directors. From the aforementioned resignation of Ms. García García, the Board of Directors still shows

a high level of independence, with independent Directors accounting for 45.45% of the entire Board and

55.56% of external Directors, of 54.55% and 66.67%, respectively, including the director classified as other

external Director;

the increase throughout 2014 of independent and “other external” Directors compared to proprietary Direc-

tors. To illustrate, independent Directors represented 41.67% of external Directors at 31 December 2013,

but 60% at 31 December 2014 (or 70% including the “other external” Director). Even although the resig-

nation of Ms. García García affected these percentages, the percentage of independent Directors among

external Directors is still higher than at 31 December 2013, representing 55.56% of all external Directors or

66.67% including the other external Director, compared to 33.33% of proprietary Directors;

the lack of significant and/or major shareholders with disproportionate representation on the Board of

Directors. Two significant shareholders are represented on the Board of Directors, of which only one,

which holds the largest percentage of BME’s share capital (8.28%), has insisted on the appointment of two

members. As these two shareholders represented on the Board of Directors have no relationship to each

other, it cannot be considered that these Directors have a position or control or a majority on the Board; and

the high degree of independence of the Executive Committee, 75% of whose members are classified as

independent Directors, with no presence of proprietary Directors.

12. The number of independent directors should represent at least one third of all

board members.

See section: C.1.3

Complies

Explain

X

13. The nature of each director should be explained to the General Meeting of Share-

holders, which will make or ratify his or her appointment. Such determination

should subsequently be confirmed or reviewed in each year’s Annual Corporate

Governance Report, after verification by the Nomination Committee. The said

Report should also disclose the reasons for the appointment of proprietary Direc-

tors at the urging of shareholders controlling less than 5% of capital; and explain

any rejection of a formal request for a board place from shareholders whose equity

stake is equal to or greater than that of others applying successfully for a proprie-

tary Directorship.

See section: C.1.3 and C.1.8

Partially complies

Explain

Complies

X