4. Main lines of action
As for the lines of action of the Nomination and Remuneration Committee during FY2014, they have revolved around the following aspects:
A.Remuneration policy
A.1. Remuneration of the Chairman and Chief Executive Officer
The Nomination and Remuneration Committee, after considering that the goals for financial year 2013 had been attained, raised a motion to the Board of Directors regarding the determination of the annual variable remuneration for the Chairman and Chief Executive Officer for financial year 2013 (received in financial year 2014).
Likewise, the Committee submitted a motion to the Board of Directors on the remuneration of the Chairman and Chief Executive Officer for the discharge of senior management duties for financial year 2014. This motion covered: the fixed remuneration for 2014, the annual variable remuneration of the year and the yardsticks based upon which the amount thereof would be determined, upon expiry of the financial year and consideration of the level of attainment of such yardsticks; the pluri-annual variable remuneration agreed in 2013 and the yardsticks based upon which the amount thereof would be determined upon expiry of the accrual period and the contribution to the Money Purchase Pension Scheme Plan for 2014.
Such motions were approved by the Board of Directors on 18 March 2014.
A.2. Drafting of the Annual Report on Remuneration of Directors for FY2013
Pursuant to the prevailing regulations then in force and to the Recommendations of the Unified Good Governance Code of Listed Companies, and on the advice of consultant Towers Watson, the Committee approved on 17 March 2014 the Annual Report on the Remuneration of Directors for FY2013.
Such report was submitted by the Committee to the Board of Directors, which approved it on 18 March 2014 and was subsequently sent to the CNMV as a relevant fact. Subsequently, such report was put to the advisory say-on-pay vote of the Annual General Meeting last 15 July 2014, with a 98.90% of votes for.
A.3. Long Term Performance Plan
The list of beneficiaries of the second cycle of the Long Term Performance Shares Plan was acknowledged by the Nomination and Remuneration Committee.
B. Appointments
B.1. Composition of the Board of Directors
In the meeting held on 9 June 2014, the Nomination and Remuneration Committee gave a favourable report to the motion raised by the Board of Directors on the re-election of Mr Carlos Espinosa de los Monteros Bernaldo de Quirós as “affiliate” director, and prepared the motion to appoint Mr Rodrigo Echenique Gordillo as non-executive independent director to be submitted by the Board of Directors to the Annual General Meeting.
The relevant reports of the Nomination and Remuneration Committee were made available to the shareholders at the corporate website (www.inditex.com) upon calling the Annual General Meeting.
B.2. Composition of the Board Committees
The Nomination and Remuneration Committee raised to the Board of Directors the motion to re-elect Mr Carlos Espinosa de los Monteros Bernaldo de Quirós and to appoint Mr Rodrigo Echenique Gordillo as members of the Executive Committee, the Audit and Control Committee and the Nomination and Remuneration Committee.
B.3. Chairman of the Nomination and Remuneration Committee
The Committee gave a favourable report to the appointment of Mr Rodrigo Echenique Gordillo as Chairman of the Audit and Control Committee, following the resignation from such office tendered by the former Chairman, Mr Carlos Espinosa de los Monteros Bernaldo de Quriós, having exceeded at the time of his re-election by the Annual General Meeting of 15 July 2014, the maximum period permitted to qualify as independent director, pursuant to the provisions of sec. 529 duodecis of LSC and the 2nd Transitional Provision of Order ECC/461/2013.
B.4. Lead Independent Director
The Committee gave a favourable report to the appointment of Mr Nils S. Andersen as Lead Independent Director, following the resignation tendered by Mr Carlos Espinosa de los Monteros Bernaldo de Quirós from such office, having exceeded at the time of his re-election by the Annual General Meeting of 15 July 2014, the maximum period permitted to qualify as independent director, pursuant to the regulations referred to in paragraph B.3 above.
C. Assessment
Pursuant to the provisions of article 32.3.e) of the Articles of Association and section 15.2.f) of the Board of Directors’ Regulations and the Recommendations of the Unified Good Governance Code of Listed Companies, the Nomination and Remuneration Committee assesses on an annual basis the performance of the Board of Directors, the Audit and Control Committee, the Nomination and Remuneration Committee, and the performance of the Chairman and Chief Executive Officer. Additionally, during financial year 2014, the individual performance of the Independent Directors, the “Affiliate” Director, members of the Audit and Control Committee and of the Nomination and Remuneration Committee and of the Deputy Chairman, have also been assessed. The findings of such assessment are submitted to the Board of Directors.
The result of the assessment carried out in FY2014 is very positive in respect of the assessed topics. Mention should be made, among others, of the qualifications and structure, the duties, readiness and effectiveness and the planning and organization of the meetings of the Board of Directors, the Audit and Control Committee and the Nomination and Remuneration Committee, as well as the contribution and performance of the Independent Directors and of the Chairman and Chief Executive Officer.
D. Report on its activities
On 9 June 2014, the Committee drew up its annual activities report, which is included in the 2013 Annual Report and is available at www.inditex.com.