SOCIAL RESPONSABILITY
AND SUSTAINABILITY
REPORT
2018
46
In addition, the various committees (the Executive
Committee, Audit Committee, the Corporate
Governance Committee and the Appointments
and Remuneration Committee) also have responsibility
for decision-making on economic, environmental
and / or social matters.
The Audit Committee, in addition to the powers
provided for in the applicable legislation, also
oversees the evaluation of all matters relating to
non-financial risks of the company, including operational,
technological, legal, social, environmental,
political and reputational issues.
The Corporate Governance Committee has,
among other duties and powers, those relating to
the strategy in the areas of corporate governance,
corporate social responsibility and sustainability.
COMPOSITION OF THE BOARD
The Board of Directors is composed of reputable
and highly qualified professionals, with skills from
a wide variety of academic and professional backgrounds
and sectors of interest to the Company
and are from a range of different countries.
The company has a Policy for the Selection of Directors,
whose principles and objectives can be
summarized as follows: i) diversity in the composition
of the Board; ii) proper balance throughout the
Board as a whole that favors diversity of persons,
knowledge, experiences, origin and gender; and iii)
that by 2020 the number of female directors be at
least 30 % of all board members.
In compliance with recommendation 14 of the
Code of Good Governance issued by the Spanish
National Securities Market Commission, or Comisión
Nacional del Mercado de Valores (CNMV),
(which states that “the appointments committee
shall annually verify compliance with the selection
policy and duly report their findings in the annual
Corporate Governance Report”) the Appointments
and Remuneration Committee has verified that,
during the year 2017, all principles, objectives and
procedures provided for in the Policy for the Selection
of Directors, were taken into account regarding
the proposed ratification and / or appointment
of directors, although circumstances surrounding
the recomposition of the Board during the year did
not allow for achieving the objective regarding the
30 % figure for female directors.
The Appointments and Remuneration Committee
shall take appropriate action over the coming
months to make improvements in this area.
OPERATION OF THE BOARD
The Board of Directors conducts an annual assessment
of the performance, functioning and
operation of the Board and its committees including,
among other matters, an evaluation of issues
relating to corporate governance and social responsibility.
The Group has a clear structure and rules of governance,
and is equipped with a corporate communications
policy that facilitates, in every area of
activity, the conditions for dialogue with stakehol-
GOVERNING BODIES
The General Shareholders’ Meeting and the Board
of Directors are the highest governing bodies of
the Company.
The Board of Directors of the Company has a
non-executive Chairman, a non-executive Deputy
Chairman and a CEO, who is the chief executive
of the Group.
Notwithstanding the powers delegated to the CEO,
the Board of Directors has an Executive Committee,
to which have been delegated all the powers
and duties of the Board that may be so delegated.
The CEO is supported by members of the Executive
Committee, whose members make up the senior
management of the Company.
Senior managers are appointed by the Board, on a
proposal from the Chief Executive and subject to a
report issued by the Appointments and Remuneration
Committee. Senior managers report directly to
the CEO. The functions of the Board, as defined in
the Board Regulations, and in accordance with the
recommendations on Good Governance as issued
by the CNMV, are chiefly economic, social and environmental
in nature, such as the approval of the
policy on Corporate Social Responsibility and this
report, following a proposal from the Corporate
Governance Committee.