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FINANCIAL STATEMENTS, MANAGEMENT AND CORPORATE GOVERNANCE REPORT.
2011
Appointments and Remuneration Committee for having infringed their duties as directors; and (e) when their
continuity as directors jeopardises the Company’s interests or adversely affects its prestige and reputation or
when the reasons for which they were appointed cease to exist (e.g. when proprietary directors dispose of their
ownership interest in the company).
3.
Directors who stand down from the Board prior to the end of their mandate must submit a letter to all the
members of the Board explaining the reasons for vacating office. The Company shall also notify the Spanish
National Securities Market Commission (CNMV) of the resignation in a significant event filing and explain the
reasons in the annual Corporate Governance Repor t.
B.Amendments to the Company’s bylaws.
Article 34. - Adoption of resolutions
1.
Resolutions shall be adopted at Annual General Meetings or at Extraordinary General Meetings with the majorities
required under the Spanish Corporation Law. Every voting share present or duly represented at the General
Meeting shall carry one vote.
2.
The majority required to approve resolutions shall be one half plus one of the voting shares present or duly
represented at the General Meeting, except for the instances stipulating larger majorities, provided for in Law or
these bylaws.
Powers of Directors and, specifically, powers to issue or buy back shares
These powers are regulated firstly in the Company’s bylaws and secondly in the internal code of conduct.
A.Article 37 of the bylaws regulates management and supervisory powers as follows:
1. Except for matters reserved solely to General Meeting, the Board of Directors is the Company’s highest decision-
making body.
2. The Board of Directors has all the powers required to manage the Company. However, the management of the
Company’s ordinary business shall generally be entrusted to the steering committees and to the management
team and the Board of Directors shall focus on establishing the Company’s general strategy and exercising general
supervisory functions. In any case, decisions on the following matters are the exclusive reserve of the Board of
Directors and may not be delegated:
a) Authorisation for issue of the financial statements, management repor t and proposed distribution of profit
and the consolidated financial statements and Group management report.
b) Appointment of directors by co-optation and proposals to the General Meeting for the appointment,
ratification, re-election or removal of directors.
c) Designation and re-election of internal positions on the Board of Directors and members of committees.
d) Establishment of the remuneration of the members of the Board of Directors, to be proposed by the
Appointments and Remuneration Committee.
e) Payment of interim dividends.
f) Announcements relating to any takeover bids launched for the securities issued by the Company.
g) Approval and amendment of the Board of Directors’ Regulations governing internal organisation and
functions.