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

As stated in section 1 above, the former Nomination and Remuneration Committee was split on 9 June 2015 into two separate committees: the Nomination Committee and the Remuneration Committee. To be consistent with the rest of the report, and for a better understanding thereof, two tables are shown below: the first one, with an overview of the main business transacted by the Nomination and Remuneration Committee from 1 February through 8 June 2015, regarding the duties and powers currently incumbent on the Nomination Committee; and the second, with an overview of the main business transacted by the Nomination Committee since its establishment last 8 June 2015 until FY2015 year-end.

The main activities of the Nomination Committee and the Remuneration Committee from 1 February through 15 July 2015 regarding the duties and powers currently incumbent on the Nomination Committee are summarized below:

Date of meeting Main business transacted Reports and motions submitted to the Board of Directors Inditex’s attendees
06/08/2015
  • Reports on the re-election of Mr Pablo Isla Álvarez de Tejera, executive director and Mr Amancio Ortega Gaona, proprietary director, proposed re-election of Mr Emilio Saracho Rodríguez de Torres, and proposed appointment of Mr José Luis Durán Schulz.
  • Report on the re-election of Mr Pablo Isla Álvarez de Tejera.
  • Report on the re-election of Mr Amancio Ortega Gaona.
  • Proposed re-election of Mr Emilio Saracho de Torres.
  • Proposed appointment of Mr José Luis Durán Schulz.
  • Mr Antonio Abril Abadín, General Counsel and Secretary of the Board.
07/14/2015
  • Report on the election of a Chair and a Secretary of the Nomination Committee.
  • Report on the election of a Chair and a Secretary of the Remuneration Committee.
  • Acknowledgment of removal of a director on account of expiry of the term of office.
  • Report on the election and re-election of members of the Executive Committee.
  • Acknowledgement of removal and report on the appointment of a new Lead Independent Director.
  • Report on the election of a Chair and a Secretary of the Nomination Committee.
  • Report on the election of a Chair and a Secretary of the Remuneration Committee
  • Report on the election and re-election of members of the Executive Committee.
  • Report on the appointment of a new Lead Independent Director.
  • Mr Antonio Abril Abadín, General Counsel and Secretary of the Board.

The main activities of the Nomination Committee, from its establishment to FY2015 year-end (31 January 2016) are summarized in the table below:

Date of meeting Main business transacted Reports and motions submitted to the Board of Directors Inditex’s attendees
12/02/2015
  • Annual program for evaluating the performance of the Board of Directors, its Chairman, its delegated bodies and its supervision and control committees.
  • Report on the evaluation of the proceedings of the Board of Directors, the Directors, the Nomination Committee and of the performance of its members and the Executive Chairman.
  • Report on the “Director Selection Policy”. Setting a representation target for the least represented gender on the Board of Directors and provision of guidance on how to reach such target and criteria to be followed regarding composition of the Board.
  • Acknowledgement of resignation of a proprietary director; report on the motion to appoint a member of the Board of Directors through the co-option procedure (Pontegadea Inversiones S.L.) and report on the motion to appoint a legal representative of a corporate director.
  • Report on the succession Plan for senior executives and key employees of the Company.
  • Annual program for evaluating the performance of the Board of Directors, its Chairman, its delegated bodies and its supervision and control committees.
  • Report on the evaluation of the proceedings of the Board of Directors, the Directors, the Nomination Committee and of the performance of its members and the Executive Chairman.
  • Report on the “Director Selection Policy”.
  • Report on the appointment of Pontegadea Inversiones, S.L. as director.
  • Report on the Succession Plan for senior executives and key employees of the Company.
  • Mr Pablo Isla Álvarez de Tejera, Executive Chairman.
  • Mr Antonio Abril Abadín, General Counsel and Secretary of the Board.
  • Ms Begoña López-Cano Ibarreche, Human Resources Director.
  • Ms Belén Montenegro Borrás, member of the HHRR Department.