39

CHAPTER 4 Responsible Management Corporate governance

CORPORATE GOVERNANCE

GOVERNANCE SYSTEM AND BODIES

BOARD OF DIRECTORS

1 Executive director.

4 Independent directors.

2 Shareholder Representative Directors.

Preparation and approval of the annual accounts and directors reports, as well as the proposed distribution of profits for 2014.

Approval of the Strategic Plan (2016-2020) and 2016 budget.

Decision taking in relation to corporate structure, main business areas and main sources of funding (acquisition and divestment of assets, shareholdings or stra- tegic businesses; corporate and structural reorganisations or significant finan- cing agreements) as well as matters related to corporate governance or issues falling under its competence (approval of dividend proposals, appointments to the Audit Committee, changes in the Board Regulations and approval of the Corporate Tax Policy and guidelines related to the Code of Ethics and Conduct).

7 meetings a year.

Monitor and control business management and development.

Approve the Company s plans, policies, objectives and strategies.

Ensure their execution and implementation.

Meetings

Functions

7 Members

2015 Summary

ANNUAL AND CORPORATE RESPONSIBILITY REPORT 2015