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FINANCIAL STATEMENTS AND MANAGEMENT REPORT 2015
RULES GOVERNINGTHE APPOINTMENT AND REPLACEMENT OF
DIRECTORS ANDTHE AMENDMENT OF THE COMPANY´S BYLAWS
A. Appointment and removal of directors.
Ar ticle 41 of the Company bylaws:
1. Directors shall be appointed pursuant to a resolution of the shareholders at the General Meeting, adopted in
accordance with the requirements of article 102 of the Spanish Corporation Law.
2. Notwithstanding the foregoing, the designation of directors through the proportional system referred to in
article 137 of the Spanish Corporation Law is duly safeguarded.
3. In the event of a vacancy during the term for which the directors were appointed, the Board may co-opt a
shareholder to occupy the position until the earliest General Meeting.
Ar ticle 54 of the Company bylaws:
1. Directors shall be appointed for a period of five years and may be re-elected for one or more subsequent
terms of equal length. The appointment shall lapse at the end of the term once the subsequent General
Meeting has been held or at the end of the legal term established for calling the Annual General Meeting.
2.The appointment of directors designated by cooptation shall be deemed to have been made and the directors
shall exercise their functions up to and including the date of the next General Meeting, without prejudice to
the shareholders’ powers of ratification at the General Meeting.
3. Independent directors may exercise their functions for a maximum period of twelve (12) years and may not
be re-elected after such period except subject to a favorable report by the Appointments and Remuneration
Committee.
Ar ticle 55 - Removal of directors
1. Directors shall cease to hold office when so determined at the General Meeting, when they notify the
Company of their resignation or decision to stand down or when the term for which they were appointed
elapses. In the latter case, the resignation shall be effective from the date of the earliest General Meeting.
2. Directors shall tender their resignation to the Board of Directors and the Board shall accept their resignation if
deemed appropriate in the following situations: (a) when they reach the age of 70; (b) when they retire from
the executive positions to which their appointment as directors was associated; (c) when they are involved
in any applicable situations of incompatibility or prohibition; (d) when they have been seriously reprimanded
by the Appointments and Remuneration Committee for having infringed their duties as directors; and (e)
when their continuity as directors jeopardizes 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 Report.