4. Main action lines
As for the lines of action of the Nomination Committee during FY2015, they have revolved around the following aspects:
A. Appointment
During the meeting held on 2 December 2015, the Nomination Committee gave a favourable report to the motion of the Board of Directors regarding the appointment through the co-option procedure of Pontegadea Inversiones, S.L. as proprietary director, to fill the vacancy on the Board, following the resignation of Gartler, S.L. (single shareholder company) until its ratification at the following Annual General Meeting. It also gave a favourable report to the motion to appoint Ms Flora Pérez Marcote as legal representative of Pontegadea Inversiones, S.L. on the Company’s Board of Directors.
The above referred reports issued by the Nomination Committee had been made available to the shareholders on the corporate website (www.inditex.com) since the Annual General Meeting was called.
B. Assessment
Pursuant to the provisions of the Board of Directors’ Regulations and the Nomination Committee’s Regulations, and in line with the recommendations of the Good Governance Code of Listed Companies, approved by CNMV (hereinafter, “CBG” (Spanish acronym), the Nomination Committee proposed in the meeting held on 2 December 2015 the “Program for evaluating the performance of the Board of Directors, the Directors, the Committees and the Executive Chairman”, to be submitted to the Board of Directors. Such program covers the establishment and supervision of an annual evaluation of the performance of the delegated bodies and the supervision and control committees of the Board of Directors.
Likewise, in accordance with Inditex’s internal regulations and with best practices in the field of corporate governance, the Nomination Committee approved in the above referred meeting of 2 December 2015 the 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. This report went on to be approved by the Board of Directors in the meeting held on 9 December 2015.
The outcome of the evaluation conducted during FY2015 has been very positive as regards the issues assessed, including the qualification and structure, the duties, the effectiveness and the proceedings, planning and organization of the meetings of the Board of Directors, the Audit and Control Committee, the Nomination Committee, the Remuneration Committee, as well as the contributions and performance of Independent Directors and of the Executive Chairman.
C. Director Selection.
In furtherance of recommendation 14 of CBG, the Committee gave a favourable report to the Director Selection Policy in the meeting held on 2 December 2015. Such Policy, which was approved by the Board of Directors on the following 9 December, complies with best practices in the field of corporate governance, as it specific and ascertainable, ensures that the appointment or reelection proposals are based on a prior analysis of the board’s needs, and favours a diversity of knowledge, experience and gender.