Authorities

The Board of Directors shall directly exercise the following powers:

1. Approval of the general policies and strategies of the Company, and namely:
   1. The strategic or business plan as well as the annual management goals and budget;
   2. The investment and financing policy;
   3. The dividends and treasury stock policy and namely, the limits thereof, pursuant to statute;
   4. The design of the structure of the corporate group of which the Company is the controlling company;
   5. The risks control and management policy, including tax risks, and the periodic monitoring of the internal information and control systems;
   6. The definition of the tax strategy of the Company;
   7. The corporate governance policy; and
   8. The corporate social responsibility policy.
2. Approval of the following decisions:
   1. The drafting of the annual accounts, the management report and the proposal for the allocation of income or loss of the Company and the consolidated annual accounts and management report to be submitted to the General Meeting of Shareholders.
   2. The notice calling the General Meeting of Shareholders, determining its agenda and preparing the proposed resolutions to be submitted thereto;;
   3. The approval of the financial information that the Company, being a listed company, must periodically release;
   4. The approval of the Annual Corporate Governance Report, the Annual Report on the Remuneration of Directors and the issue of any manner of reports that the Board of Directors should recommended or which it must issue pursuant to statute, provided that the transaction covered by such report is not eligible to be delegated;
   5. The approval of any manner of investments or transactions, which, are considered strategic or deemed to have a special tax risk, unless the approval thereof falls on the General Meeting of Shareholders.
   6. The creation or acquisition of shares in special purpose vehicles or entities resident in countries or territories considered as tax havens, and any other transactions or operations of a comparable nature whose complexity might impair the transparency of the group, and,
   7. The approval, after report of the Audit and Control Committee, of the transactions of the Company or of any of the companies within its Group with directors, shareholders or Related Parties.
3. The following internal proceedings of the Board of Directors:
   1. To decide on the organization and proceedings of the Board of Directors, including namely:
      • The approval and amendment of the Board of Directors’ Regulations;
      • The appointment, on the proposal or after report of the Nomination Committee, as the case may be, of the internal offices within the Board of Directors, and the members and internal offices of its committees;
      • The election, on the proposal or after report of the Nomination Committee, as the case may be, of directors through the co-option procedure to fill any vacancies which may occur within the Board of Directors; and
      • Submitting to the General Meeting of Shareholders motions to elect, re-elect, ratify or remove directors.
   2. The approval of a specific and ascertainable policy for the selection of directors that ensures that proposed election o re-election is duly supported by a prior analysis of the requirements of the Board of Directors and that favors diversity of knowledge, experience and gender;
   3. The proposal of the amount of the remuneration of directors as such to the General Meeting of Shareholders, as well as the approval of the remuneration of executive directors, in both cases, on the proposal of the Remuneration Committee and pursuant to the Articles of Association and the remuneration policy for directors approved by the General Meeting of Shareholders;
   4. The appointment and removal of chief executive officers as well as the approval beforehand of the contracts to be executed between the Company and the directors to whom executive duties are assigned;
   5. Overseeing and evaluating on an annual basis:
      • The quality and efficiency of the proceedings of the Board of Directors itself and its delegated bodies.
      • The diversity in the composition and skills of the Board of Directors;
      • The performance of duties by the Chairman of the Board of Directors and by the chief executive of the company;
      • The performance of its supervisory and control committees based upon the reports furnished by the same, and/li>
      • The performance and contribution of each director, especially that of the chairs of the different Committees of the Board of Directors.
      Where the Chairman of the Board of Directors would discharge executive duties, his assessment shall be led by the Lead Independent Director.
      
      To proceed to such evaluation, the Board of Directors may rely on the support of external advisors and on such internal resources which it may, from time to time, deem fit. Notwithstanding the foregoing, the Board of Directors shall be assisted every three years, by an external advisor, once the Nomination Committee has established his/her independence, to proceed to such evaluation. Upon evaluating the independence of the external advisor, the relations that such advisor, or any company within its Group, may have with the Company or with the Group shall be considered. Such relations shall be detailed, as the case may be, in the Annual Corporate Governance Report.
      
      The Board of Directors shall carry out an annual evaluation of its proceedings and of that of its Committees and it will propose an action plan to correct the shortcomings revealed. The result of the evaluation shall be recorded in the minute of the meeting of the Board of Directors or attached thereto as an annex.
   6. The authorization or release from the obligations stemming from the duty of loyalty of directors, after report of the Nomination Committee, where such responsibility is not incumbent on the General Meeting of Shareholders;
4. The following issues regarding senior executives:
   1. The appointment and dismissal of senior executives after report of the Nomination Committee;
   2. The approval of the basic terms and conditions of the contract with senior executives, including their remuneration and, where appropriate severance clauses, after report of the Remuneration Committee;
   3. Overseeing the proceedings of the senior executives appointed by the Board of Directors
5. The remaining responsibilities reserved by the Board of Director’ Regulations and the applicable laws and regulations.

Composition

The Board of Directors is made up of 9 members: 4 non-executive independent directors, 3 non-executive proprietary directors, 1 affiliate director and 1 executive director.

As at 31 January 2016 the Board of Directors is comprised of the following members:

Profile of Directors

Mr Pablo Isla Álvarez de Tejera

Chairman of the Board of Directors since 2011. He has been Deputy Chairman of the Board of Directors and CEO since 2005. He is a law graduate of the Complutense University of Madrid and Abogado del Estado [State lawyer].

From 1992 to 1996, he was Director of Legal Services for Banco Popular. He went on to be appointed General Director of State Assets at the Ministry of Economy and Finances. From July 2000 to 2005 he was Chairman of Altadis group. Additionally, he serves on the Board of Directors of Telefónica, S.A.

Mr Isla was re-elected to the Board of Directors by the Annual General Meetings held on 13 July 2010 and 14 July 2015.

Mr Amancio Ortega Gaona

He is the founding and controlling shareholder of Inditex. He began his textile manufacturing operations in 1963. In 1972 he founded Confecciones Goa, S.A., the first garment-making factory of Inditex, and three years later he founded Zara España, S.A., the first distribution and retailing company. Mr Ortega was re-elected to the Board of Directors by the Annual General Meetings held on 30 June 1990; 13 July 1995; 20 July 2000; 15 July 2005; 13 July 2010 and 14 July 2015.

Mr José Arnau Sierra

Deputy Chairman of the Board of Directors since 2012. A law graduate of the University of Santiago de Compostela and State Tax Inspector, Mr Arnau has been the first executive of Grupo Pontegadea since 2001, member of the Board of Directors of GARTLER, S.L. from 1997 until the absorption of the company by Pontegadea Inversiones, S.L. in 2015, and a Director at this latter since its incorporation back in 2001; likewise, he has been a member of the Board of Trustees of Fundación Amancio Ortega Gaona since 2001. He was the director of Inditex’s Tax Department and member of its Steering Committee from 1993 through 2001, and he also served on the Board of Directors of the company from 1997 through 2000. Previously, he held different positions in the Tax administration. He was a member of the Board of Directors at Banco Pastor from 2005 through 2012, and Profesor asociado [Part-time instructor] of Tax Law at the University of Corunna from 1993 through 1996.

Mr Arnau was appointed a Director in June 2012 and ratified in such office by the Annual General Meeting held on 17 July 2012.

PONTEGADEA INVERSIONES, S.L.

Pontegadea Inversiones, S.L. is represented in the Board of Directors of Inditex by Ms Flora Pérez Marcote, and directly holds 1,558,637,990 shares in the Company, which represents 50.01% in the share capital. This company was appointed to the Board of Directors in December 2015, following the merger by absorption of Gartler, S.L.

Pontegadea Inversiones was appointed a Director through the co-option procedure on 9 December 2015.

Ms Irene R. Miller

She has been an independent director since April 2001. She is a graduate of the University of Toronto with a Bachelor of Science and of Cornell University with a Master of Science in chemistry. She began her career at General Foods Corporation and later worked as an investment banker for Rothschild Inc. and Morgan Stanley & Co. In 1991 she joined Barnes & Noble Inc. as Senior Vice President of Corporate Finance and in 1993, before the flotation of Barnes & Noble, became Chief Financial Officer. In 1995, she was appointed Director and Vice-Chairman of the Board of Directors of Barnes & Noble. At the present time, she is CEO of Akim, Inc., an American investment and consulting firm, which she joined in 1997. She is also a member of the Board of Directors of the Toronto-Dominion Bank Financial Group and of TDAmeritrade Holding Corp. Previously, she served on the Boards of Directors of Oakley Inc., Benckiser N.V., The Body Shop International Plc, Barnes & Noble, Inc. and Coach, Inc.

Ms Irene R. Miller was appointed a Director on 20 April 2001 and re-elected by the Annual General Meetings held on 18 July 2006 and 19 July 2011.

Mr Rodrigo Echenique Gordillo

He has been an independent director since July 2014. He is a law graduate of the Complutense University of Madrid and Abogado del Estado [State lawyer] currently on leave. From 1973 through 1976 he held several positions in the State Administration. From 1976 through 1983 he was Head of Legal Services and subsequently Deputy General Manager at Banco Exterior de España. From 1984 through 1994, he worked at Banco Santander, where he became a member of the Board of Directors in October 1988, being appointed at the same time Chief Executive Officer and member of the Executive Committee where he served until September 1994. From October 1994 through January 1999, he was a member of the Board of Directors, the Executive Committee of Banco Santander, and of all Board Committees; he chaired the Audit and Control Committee, and was Deputy Chairman of Banco Santander de Negocios and of Santander Investment. He has been a member of the Board of Directors, the Executive Committee and the Executive Committee of Risks of Banco Santander since January 1999. He has been Deputy Chairman of Banco Banif, S.A., Chairman of Allfunds Bank and Chairman of SPREA. He has been a member of the Board of Directors of Banco Santander International and of Santander Investment. He has been Ordinary Member of the Board of Directors of different industrial and financial companies such as Ebro Azúcares y Alcoholes, S.A., Industrias Agrícolas, S.A., SABA, S.A. and Lar, S.A. He was also a member and subsequently Chairman of the Advisory Board of Accenture, S.A., Lucent Technologies, and Quercus y Agrolimen, S.A. He has been the Chairman of Vallehermoso, S.A., Vocento, S.A. and NH Hotels Group. At present, he is the Chairman of Metrovacesa, S.A., Executive Deputy Chairman of Banco Santander and Chairman of Santander España. He is a member of the Executive Committee and of the Board of Trustees of Fundación Banco Santander and of Plan España. From July 2001 through February 2008, he chaired the Social Advisory Board of Carlos III University in Madrid.

Mr Rodrigo Echenique Gordillo was appointed a Director on 14 July 2014.

Mr Carlos Espinosa de los Monteros Bernaldo de Quirós

He has been a director since May 1997. He is a law and business studies graduate of ICADE, and a Commercial Expert and State Economist. He has been the Chairman of the Board of Directors of Mercedes Benz España, Deputy Chairman of the Instituto Nacional de Industria, Chairman of the Board of Directors of Iberia and Aviaco, member of the Executive Committee of the International Air Transport Association and Chairman of the Círculo de Empresarios, of the Spanish Association of Car and Truck Manufacturers and of the International Organisation of Motor-Vehicle Manufacturers. At the present time he chairs Fraternidad-Muprespa. He has been awarded the Grandes Cruces del Mérito Civil and Mérito Aeronáutico. He was appointed Alto Comisionado del Gobierno para la Marca España [High Commissioner for the Brand “Spain”] in July 2012.

Mr Espinosa was appointed a Director in May 1997 and re-elected to the Board of Directors by the Annual General Meetings held on 20 July 2000, 16 July 2004, 14 July 2009 and 15 July 2014.

Mr Emilio Saracho Rodríguez de Torres

He has been an independent director since June 2010. A Graduate in Economics from the Complutense University in Madrid, he has an MBA from the University of California in Los Angeles (UCLA), awarded in 1980. He was also a Fulbright scholar. Mr Saracho began his career in 1980 in Chase Manhattan Bank, where he was responsible for operations in different sectors such as Oil and Gas, Telecommunications and Capital goods. In1985, he took part in the launching and implementation of Banco Santander de Negocios, where he led the Investment Banking division. In 1989, he was appointed head of the Division of Large Companies of Grupo Santander and Deputy General Director. He has been a director of FISEAT, Santander de Pensiones and Santander de Leasing. In 1990, he worked for Goldman Sachs in London as co-head of Spanish and Portuguese operations. In 1995, he returned to Santander Investment as General Director in charge for the Investment Banking area worldwide. From 1996 to 1998, he was responsible for the Banking operations in Asia. Mr Saracho joined J.P. Morgan in 1998 as Chairman for Spain and Portugal and head of business for the Iberian Peninsula and member of the European Management Committee. From early 2006 to January 1st 2008, he was Chief Executive Officer of J.P. Morgan Private Bank for Europe, the Middle East and Africa, based in London. He also sat on the Operating Committee and on the European Management Committee, while chairing at the same time J.P. Morgan in Spain and Portugal. He is in charge of Investment Banking operations of J.P. Morgan in Europe, the Middle East and Africa. He sits on the Executive Committee of the Investment Bank and on the Executive Committee of JPMorgan Chase. From December 2012 through April 2015, he was Deputy CEO for EMEA. At the present time, he is Vice Chairman of JP Morgan Chase&Co.

Mr Emilio Saracho Rodríguez de Torres was appointed a Director on 13 July 2010 and re-elected on 14 July 2015.

Chairman and Chief Executive Officer

Mr Pablo Isla Álvarez de Tejera has been the Chief Executive Officer of the Company since 9 June 2005 and the Chairman of the Board of Directors since 19 July 2011.

Balanced management is ensured through the following measures:

• Some of the powers delegated to the Executive Chairman are subject to certain restrictions. Namely, those that involve the disposal of funds in excess of a certain amount expressly require that the Executive Chairman acts jointly with another person who in virtue of any legal title is also empowered with the power in question as well as those that involve the disposal or encumbrance of real property of the Company, for which a prior resolution of the Board of Directors or its Executive Committee, shall be required.
• Mr Amancio Ortega Gaona, the founder and controlling shareholder of the Company and Chairman of the Board of Directors until 19 July 2011, remains on such Board and its Executive Committee as non-executive proprietary director.
• Mr José Arnau Sierra, non-executive proprietary director since 12 June 2012, has been Deputy Chairman of the Board of Directors since 17 July 2012. He sits on the Executive Committee, the Audit Committee, the Nomination Committee and the Remuneration Committee.
• As at 31 January 2016, Mr Rodrigo Echenique Gordillo is the Lead Independent Director pursuant to the provisions of section 529 septies of the Companies Act, and of section 10 of the Board of Directors’ Regulations. He was appointed as such further to a resolution passed by the Board of Directors on 14 July 2015, in the absence of the executive director, replacing the former Lead Independent Director, Mr Nils Smedegaard Andersen.

General Counsel and Secretary of the Board of Directors

Mr Antonio Abril Abadín is the General Counsel and Secretary of the Board of Directors. Likewise, he is the Secretary of all Board Committees.

The appointment and removal of the Secretary of the Board must be approved by the Board of Directors in plenary session, after report of the Nomination Committee, The Secretary needs not be a director.

The Secretary shall support the Chairman in his duties and must provide for the smooth running of the Board by taking particular care to provide directors with the necessary advice and information, keep the documents of the Company, enter the proceedings in the minutes books and certify the Board’s resolutions. When directors or the Secretary himself/herself should express concern about some proposal or, in the case of directors, about the company’s performance, and such concerns are not resolved by the Board, they will be acknowledged in the minutes at the request of the person expressing them. Likewise, the Secretary shall devote particular attention to the formal and material legality of the Board’s actions and ensure that the corporate governance principles and the Company’s internal rules and regulations, are observed.

Gender diversity

Pursuant to the internal regulations covered in the Board of Directors’ Regulations and in the Nomination Committee’s Regulations, the Nomination Committee must set a representation target for the least represented gender on the Board of Directors and prepare guidelines on how to reach such goal and ensure that, when filling up any new vacancies and when appointing new directors, selection process conform to the prohibition of any manner of discrimination. Pursuant to Inditex’s “Director Selection Policy”, efforts will be made so that by 2020, the number of female directors sitting on the Board would represent at least 30% of the total number of members of the Board of Directors.

Additionally, pursuant to the provisions of section 529 bis 2 of the Companies Act, the Board of Directors shall ensure that gender, experiences and knowledge diversity is fostered in recruitment processes of directors, which should not suffer from any implicit bias that may entail any discrimination and particularly, that selection of female directors is fostered.

As at 31 January 2016, two female directors sat on the Board of Directors: Ms Flora Pérez Marcote (representing Pontegadea Inversiones, S.L., non-executive proprietary director) and Ms Irene R. Miller (non-executive independent director); such presence represents 22.22 % on the aggregate number of Directors, Inditex being above the average of IBEX35 companies.

Additionally, Ms Irene R. Miller chairs the Audit and Control Committee and sits on the Nomination Committee and on the Remuneration Committee, which represents a percentage of 16.7% female directors versus the aggregate number of members of such Board Committees.

Meanwhile, pursuant to the Code of Conduct and Responsible Practices of the Inditex Group, no one who is employed at Inditex shall be discriminated against because of their gender, and all employees shall be bound to interact with other employees, pursuant to criteria of respect, dignity and justice, taking into account the different cultural background of each individual, without allowing any manner of violence, harassment or abuse in the work place, or any manner of discrimination on account of race, religion, age, nationality, gender or any other personal or social condition beyond qualifications and capacity.

Membership of Directors on Board of Directors of other listed companies

The Board of Directors may not propose or appoint any persons to fill up a vacancy on the Board who already perform the duties of Directors at the same time, in more than four listed companies other than the Company.

As at 31 January 2016, Directors who hold offices in listed companies in Spain other than Inditex are shown below:

Selection, appointment, re-election and removal of directors

The system for the selection, appointment and re-election of members of the Board of Directors constitutes a formal and transparent procedure, expressly regulated in the Articles of Association, the Board of Directors’ Regulations and the Nomination Committee’s Regulations.

The “Director Selection Policy” was approved by the Board of Directors in the meeting held on 9 December 2015. According to such Policy, selection processes of prospective directors shall be based upon a prior analysis of the needs of the Company and of the Board of Directors itself. Such analysis shall be carried out by the Board of Directors on the advice of the Nomination Committee.

The outcome of such prior analysis shall be recorded in a supporting report issued by the Nomination Committee, which may be posted on the corporate website upon calling the General Meeting to which the nomination, ratification or re-election of each director is submitted.

Prospective directors of the Company shall meet the following requirements:

• Be honest, appropriate persons of well-known ability, competence, experience and merits.
• Be trustworthy professionals, whose conduct and career is in line with the principles laid down in the Code of Conduct and Responsible Practices and with the views and values of the Inditex Group.

Additionally, the Nomination Committee shall define the required duties and skills of candidates who have to fill each vacancy and evaluate the required time and dedication for them to effectively discharge their duties.

In the process for the selection of directors, efforts shall be made so that the Board of Directors would reach an appropriate balance of profiles, knowledge, skills, careers and experiences so that multiple viewpoints are contributed to the discussion of the business transacted and the decision-making process is enriched.

Those persons who are involved in any legal grounds of disqualification to hold the office of director or who do not meet the requirements laid down by the Company’s corporate governance rules to be a director, shall not be eligible to be a director.

The Nomination Committee shall take all necessary measures and make the necessary enquiries to ensure that the candidates are not involved in any of the scenarios described in the foregoing paragraphs.

The Company may rely on external advisors with regard to the prior analysis of the needs of the Company, the search or assessment of potential candidates or the evaluation of their performance.

It is incumbent on the Nomination Committee to establish and ensure the effective independence of the experts referred to in the paragraph above.

Pursuant to the provisions of the Articles of Association, the Board of Directors’ Regulations and the Nomination Committee’s Regulations, directors shall be appointed by the General Meeting of Shareholders or by the Board of Directors, pursuant to statute and the corporate governance regulations of the Company.

The proposals for the election, ratification or re-election of directors that the Board of Directors submits to be considered by the Annual General Meeting, and the election resolutions passed by the Board of Directors by virtue of the powers to co-opt that are legally reserved to it, must be preceded by (i) a proposal issued by the Nomination Committee with regard to independent directors, and (ii) a report from the Nomination Committee regarding the remaining classes of directors. The above referred proposal and report shall be prepared by the Nomination Committee and include to which class the relevant director belongs to, this classification being duly supported.

The proposals for the election of directors that the Board of Directors submits to be considered by the Annual General Meeting shall be accompanied at any rate by an explanatory report issued by the Board of Directors assessing the qualifications, experience and merits of the proposed candidate; such report shall be attached to the minute of the annual General Meeting or of the Board of Directors itself. Additionally, with regard to the ratification or re-election of directors, the explanatory report shall assess the quality of the director’s work and his dedication to office during his mandate, as well as his observance of the company’s corporate governance rules.

Where the Board of Directors departs from the proposals and reports of the Nomination Committee’s suggestions, it must state the reasons for its actions and place them on the record.

The Board of Directors shall explain to the Annual General Meeting in charge of appointing, ratifying ore re-electing directors the class of such directors, and said class shall be confirmed or, where appropriate, reviewed on an annual basis in the Annual Corporate Governance Report, after verification by the Nomination Committee.

The Nomination Committee shall ensure on an annual basis compliance with the Director Selection Policy and shall report thereof to the Board of Directors, which shall disclose such information in the Annual Corporate Governance Report.

During FY2015, Mr José Luis Durán Schulz, a non-executive independent director was appointed to the Board of Directors, and Mr Pablo Isla Álvarez de Tejera, an executive director, was re-elected to the Board, as were Mr Amancio Ortega Gaona, a proprietary Director, and Mr Emilio Saracho Rodríguez, a non-executive independent director.

Resignation of directors

Directors must resign in such scenarios which could have a negative impact on the proceedings of the Board of Directors or the credit and reputation of Inditex.

Additionally, directors must place their office at the disposal of the Board of Directors and, should this latter deem it appropriate, tender their resignation in the following cases:

1. When they reach a certain age.
2. When they cease to hold such executive positions to which their appointment as director was associated.
3. When they are involved in any of the grounds of incompatibility or prohibition foreseen in the Law, the Articles of Association or in the Board of Directors’ Regulations, including if they suddenly come to hold the office of director in more than four listed companies other than the Company.
4. When they are seriously admonished by the Audit and Control Committee for having breached their duties as directors.
5. When their remaining on the Board might have an impact on the reputation or name of the Company or otherwise jeopardize the interest of the company. For such purposes, they shall report to the Board of Directors any criminal cases in which they are accused as well as any subsequent procedural consequences.
6. When the reasons for their appointment disappear.

For their part, proprietary directors must resign when the shareholders they represent dispose of their ownership interest in its entirety or reduce it up to a limit which requires the reduction of the number of proprietary directors.

Proceedings of the Board of Directors

Quorum

Any Board meeting will be validly held when it is attended by at least half plus one of its members, whether in person or by proxy. Should the Board of Directors be comprised of an odd number, it will be validly held when it is attended by the whole number of directors immediately above half.

Directors shall do their best to attend the meetings of the Board of Directors, and, when they cannot do so in person, they shall endeavour to grant a proxy to another member of the Board of Directors, giving instructions as to its use and communicating the same to the Chairman of the Board of Directors. Non-executive directors may be represented exclusively by another non-executive member of the Board of Directors.

Attendance to meetings

Directors’ attendance data, both in person or by proxy, to meetings held during FY2015 are shown below:

Passing of resolutions

Except for a number of cases provided in Inditex’s internal regulations, for resolutions to be passed, an absolute majority of votes for by the directors attending the meeting shall be required.

Notwithstanding the above, it shall be necessary that two-thirds of the members of the Board vote for in order to permanently delegate any power of the Board of Directors to the Executive Committee or to the Chief Executive Officer, should there be one, and to appoint the directors who have to fill such positions.

ALikewise, in order to amend the Board of Directors’ Regulations, the resolution must be passed by a majority of two-thirds of the directors present.

The Chairman of the Board of Directors has a casting vote in the event of equality of votes between the directors attending the meeting.

Proxy granting

Any director can grant proxy to another director in writing to be represented, such proxy having to be granted specifically for each meeting, communicating this in writing to the Chairman. Non-executive directors may only grant proxy to other non-executive directors.

External advice

In order to be aided in the performance of their duties, non-executive directors may request that legal, accounting, technical, financial, commercial or other experts be engaged at the Company’s expense. The commissioned task must of necessity deal with particular problems of a certain importance and complexity which may arise in the performance of the office.

The decision to engage external experts must be notified to the Chairman of the Board of Directors and it may be open to veto by the Board of Directors if it proves that: a) such engagement is not necessary for the proper performance of the duties entrusted to the non-executive directors; b) the cost thereof is not reasonable in view of the importance of the problem and of the assets and income of the Company; c) the technical assistance obtained may be adequately provided by in-house experts and technicians or; d) the confidentiality of the information to be provided to the expert may be jeopardized.

Information

The notice for the ordinary meetings of the Board of Directors shall be given at least three days in advance of the meeting, and the notice shall always include the agenda of the meeting and shall be accompanied by the duly summarized and prepared relevant information.

Likewise, Directors have the widest powers to: obtain information on any issue of the Company (and its subsidiary companies); examine its books, registers, documents and other records of the company’s operations and inspect all its facilities, likewise it is also provided that the exercise of the powers of information shall be channeled through the Chairman, the Deputy Chairman or the Secretary of the Board of Directors, who will attend to the requests of directors by providing them with the information directly, offering appropriate spokespersons at the appropriate level in the organization or establishing such measures so as to enable them to conduct the desired examinations and inspections in situ.

Meanwhile, Directors are bound to diligently gather information on the course of business of the Company and prepare suitably for the Board meetings and for any committees they belong to.

Assessment proceedings

It is incumbent on the Nomination Committee to establish and oversee an annual programme for evaluating the performance of the Board of Directors, its Chairman, its delegated bodies and its supervisory and control committees. The assessment system in respect of the Board of Directors, its members, its committees and of the Chairman, is carried out as follows:

1. The Nomination Committee is charged with preparing an annual programme for the evaluation of the performance of the duties of the Board of Directors, the Chairman, and the Committees.
2. Based upon this annual programme, each of the committee will prepare its own report assessing its performance and that of its members. Such report shall be sent to the Board of Directors. At the same time, the Nomination Committee shall prepare a report in respect of the Board of Directors.
   
   To carry out this procedure, separate questionnaires are sent to each director, as described below:
   1. An individual self-assessment questionnaire for each director, sent by the Board of Directors (through its Chairman) to all its members.
   2. An assessment questionnaire in respect of the committees, sent by the chair of each committee to all the members sitting on it.
   3. An evaluation questionnaire in respect of the Board of Directors sent to all its members through the Chair of the Nomination Committee.
3. Meanwhile, since the Chairman is an executive director, the lead independent director shall be responsible for coordinating the evaluation of the Chairman.
4. Finally, the Board of Directors shall assess – pursuant to statute and to the Board of Directors’ Regulations–, the performance of the Board itself, the Directors and the Committees, as stated in section 2 above.

It should be noted that the company has been assisted by external consultant Spencer Stuart in the adaptation of the evaluation process and in the review of the evaluation process in respect of the proceedings of the Board of Directors and of Directors.

The result of the assessment carried out in FY2015 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, the Nomination Committee and Remuneration Committee, as well as the contribution and performance of Independent Directors, and of the Executive Chairman.