3. Activities of the Nomination and Remuneration Committee: Sessions held, business transacted, reports and attendees

During financial year 2014, the Nomination and Remuneration Committee has met five times, all its members being in attendance.

The main activities of the Nomination and Remuneration Committee are summarized below:

Date of meeting Main business transacted Reports and motions submitted to the Board of Directors Inditex’s attendees
17/3/2014
  • Remuneration of the Chairman and Chief Executive Officer.
  • Annual Report on the Remuneration of Directors for financial year 2013.
  • Motion regarding the remuneration of the Chairman and Chief Executive Officer
  • 2013 Annual Report on the Remuneration of Directors to be submitted to the Annual General Meeting.
9/6/2014
  • Acknowledgement of resignation tendered by an independent director
  • Report on the motion to re-elect a director
  • Motion to appoint an independent director
  • 2013-2016 Long Term Performance Cash Plan
  • Annual Activities Report of the Nomination and Remuneration Committee and Annual Remuneration Report for FY2013.
  • Report on the resignation tendered by a director.
  • Report on the motion to re-elect a director prepared by the Board of Directors to be submitted to the Annual General Meeting.
  • Motion to appoint a non-external independent director raised to the Board of Directors to be submitted to the Annual General Meeting.
  • Report on the 2013-2016 Long Term Performance Cash Plan
  • 2013 Annual Activities Report of the Nomination and Remuneration Committee.
  • Mr Pablo Isla Álvarez de Tejera, Chairman and Chief Executive Officer
  • Mr Ignacio Fernández Fernández, Chief Financial Officer
14/7/2014
  • 2013-2016 Long Term Performance Cash Plan
  • Resignation tendered by the Chairman of the Nomination
  • and Remuneration Committee.
  • Report on the appointment of the Chairman of the Nomination and Remuneration Committee.
  • Resignation tendered by the Lead Independent Director.
  • Report on the appointment of the Lead Independent Director.
  • Report on the 2013-2016 Long Term Performance Cash Plan
  • Report on the resignation tendered by the Chairman of the Nomination and Remuneration Committee /li>
  • Report on the appointment of the Chairman of the Nomination and Remuneration Committee.
  • Report on the resignation tendered by the Lead Independent Director
  • Report on the appointment of the Lead Independent Director.
  • Mr Pablo Isla Álvarez de Tejera, Chairman and Chief Executive Officer
  • Mr Ignacio Fernández Fernández, Chief Financial Officer
  • Mr Antonio Abril Abadín, General Counsel and Secretary of the Board
15/9/2014
  • List of beneficiaries of the second cycle of the long term performance shares plan addressed to members of management, including the Chairman and Chief Executive Officer and other employees of the Inditex Group.
  • List of beneficiaries of the second cycle of the long term performance shares plan addressed to members of management, including the Chairman and Chief Executive Officer and other employees of the Inditex Group
  • Mr Pablo Isla Álvarez de Tejera, Chairman and CEO
  • Ms Begoña López-Cano Ibarreche, Human Resources Director
  • Mr Ignacio Fernández Fernández, Chief Financial Officer
9/12/2014
  • Resignation from office: placement of Board member’s office at the Board of Directors’ disposal.
  • Annual assessment of the performance of the Board of Directors, the Independent Directors, the “affiliate” director, the Deputy Chairman, the Supervision and Control Committees and the performance of duties by the Chief Executive Officer
  • Report of the Human Resources Department
  • Report on the placement of Board member’s office at the Board of Directors’ disposal.
  • Findings of the assessment of the performance of the Board of Directors, Directors, the Supervision and Control Committees and the performance of duties by the Chief Executive Officer.
  • Mr Pablo Isla Álvarez de Tejera, Chairman and CEO
  • Ms Begoña López-Cano Ibarreche, Human Resources Director
  • Ms Belén Montenegro Borrás, Ms Rocio Casal Comendador and Ms Eva Ferreiro Figueiras, members of the Human Resources Department

Additionally, after expiry of financial year 2014, the following proceedings should be noted:

  • The review of the employment relationship of the Chairman and Executive Director and of the basic terms and conditions of the agreements and remuneration policies of senior management of the Inditex Group.
  • The motion raised to the Board of Directors regarding the remuneration of the Chairman and Executive Director for the discharge of senior management duties for financial year 2015, in respect of the amount and other terms thereof. Such motion was approved by the Board of Directors on 17 March 2015.
  • The motion regarding the Annual Report on the Remuneration of Directors for financial year 2014 to be raised to the Board of Directors for approval and subsequently put to the advisory say-on-pay vote at the Annual General Meeting.