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Annual Accounts

259

Annual Report 2014 BME

BME complies with the second part of this rRecommendation as the Secretary of the Board of Directors is also

the Secretary of the Executive Committee, as stipulated in articles 34 of the Company’s Articles of Association

and article 16.2 of the Board of Directors Regulations.

Regarding the breakdown of the Executive Committee’s members by director category, this is not the same as

that of the Board of Directors.

Following the changes in the shareholder structure indicated in reference to Recommendation 11 and its

impact on the composition of the Board of Directors and its Executive Committee, this body currently includes

an ample majority of independent Directors (75% of the total) and one executive Director.

BME considers the lack of similarity between the breakdowns by director category of the Board of Directors

and the Executive Committee does not pose a risk of these bodies carrying out their responsibilities using

different criteria, especially considering that, despite the broad powers attributed to it, the Executive Commit-

tee’s functions mainly entail providing advice and preparing Board of Director meetings, and keeping the Board

of Directors informed of any exceptional resolutions adopted under the scope of its responsibilities to ensure

the full coordination of the two bodies.

Moreover, the ample majority of independent Directors on the Executive Committee ensures that the interests

of the Company’s non-controlling shareholders are sufficiently represented, offsetting in this way the lack of

proportionality between proprietary Directors and the share capital they represent on the Board of Directors,

as indicated in the explanation regarding non-compliance with Recommendation 11.

37. When the company has an Executive Committee, the breakdown of its members by

director category should be similar to that of the board itself. The Secretary of the

board should also act as secretary to the Executive Committee.

See section: C.2.1 and C.2.6

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.

39. In addition to the Audit Committee mandatory under the Securities Market Law,

the Board of Directors should form a committee, or two separate committees, of

Appointments and remuneration.

The rules governing the make-up and operation of the Audit Committee and the

committee or committees of Appointments and remuneration should be set forth

in the board regulations, and include the following:

a) The Board of Directors should appoint the members of such committees with

regard to the knowledge, aptitudes and experience of its Directors and the

terms of reference of each committee; discuss their proposals and reports;

and be responsible for overseeing and evaluating their work, which should be

reported to the first board plenary following each meeting;

b) These committees should be formed exclusively of external Directors and have

a minimum of three members. Executive Directors or senior officers may also

attend meetings, for information purposes, at the Committees’ invitation.

c) Committees should be chaired by an independent director.

d) They may engage external advisors, when they feel this is necessary for the

discharge of their duties.

e) Meeting proceedings should be minuted and a copy sent to all board members.

See section: C.2.1 and C.2.4

Partially complies

Explain

Not applicable

Complies

X

Partially complies

Explain

Complies

X

Partially complies

Explain

Complies

X