Appointments and Remunerations Commission

ORGANIZATIONAL RULES AND FUNCTIONS

The Board of Directors has appointed an Appointments and Remuneration Commission from among the members of the Board. In accordance with Elecnor's by-laws, this commission should comprise between three and five members.

Also in accordance with the by-laws, in the event of a tied vote, the Chairman of the Appointments and Remuneration, who is designated from among the commission members, has a casting vote.

The Company's by-laws establish that the Secretary of the Board of Directors may be designated to serve as secretary to the Appointments and Remuneration Commission.

The duties of the Appointments and Remuneration Commission are as follows:

  • Reports for the General Meeting of Shareholders on any issues raised by the shareholders in matters within its remit.
  • Proposal to the Board of Directors for presentation before the General Meeting of Shareholders of the appointment of the external accounts auditors referred to in Article 204 of the Revised Text of the
  • Public Limited Companies Act, approved by Royal Legislative Decree 1564/1989, of 22 December 1989.
  • Supervision of internal audit services, should such a body exist within the corporate structure.
  • Scrutiny of the financial reporting process and the company's internal monitoring systems.
  • Relationships with the outside auditors in order to receive information about any issues which could jeopardise their independence and any other issues connected with the process of performing the accounts audit, in addition to any other notifications provided for in accounts audit legislation and the technical audit standards.

The Audit Commission places its resolutions on record, in a register maintained for this purpose, stating the date of its meeting, the attendees and the resolutions passed.

Director Position Category
Mr. Emilio Ybarra Aznar Chairman Independent director
Ms. Isabel Dutilh Carvajal Board Member Independent director
Mr. Fernando León Domecq Secretary Proprietary
Mr. Jaime Real de Asúa Arteche Board Member Proprietary