29. Remuneration of the board of directors and transactions with related parties

Remuneration of the board of directors

Remuneration received by the board of directors and senior management during 2012 is shown in the section on transactions with related parties.

Other information concerning the board of directors

According to the public registers of the Spanish Stock Exchange Commission (CNMV), at 31 January 2013 the members of the board of directors held the following direct and indirect investments in the share capital of Inditex:

Name or company name of director	Number of direct shares	Number of indirect shares	Percentage of capital
Mr Pablo Isla Álvarez de Tejera	361,064	-	0.058%
Mr Amancio Ortega Gaona	-	369,600,0631	59.294%
Mr José Arnau Sierra	6,000		0.001%
GARTLER, S.L.	311,727,598	-	50.010%
Ms Irene R. Miller	13,240	-	0.002%
Mr Nils Smedegaard Andersen	7,000	-	0.001%
Mr Carlos Espinosa de los Monteros Bernaldo de Quirós	40,000	-	0.006%
Mr Emilio Saracho Rodríguez de Torres	-	-	-
Mr Juan Manuel Urgoiti López de Ocaña	27,739	-	0.004%
Total			59.37%

1 Through Gartler, S.L. and Partler 2006, S.L.

As required by article 229 of the Spanish Companies Act, the following are companies outside the consolidated Inditex Group with a statutory activity which is identical, similar or complementary to that of Inditex and in which members of its board of directors or persons related thereto hold investments or management positions.

Board member	Name of Company	Post
Nils Smedegaard Andersen	Dansk Supermarked	Chairman
Nils Smedegaard Andersen	A.P. Moller-Maersk A/S	Group CEO
Irene Miller	Coach Inc.	Director

It should also be noted that the members of the board of directors or persons related thereto do not hold ownership interests of more than 0.1% in the share capital of those companies.

Transactions with related parties

Related parties are subsidiaries, joint ventures and associates, details of which are shown in Appendix I to the consolidated annual accounts, as well as significant or controlling shareholders, members of the board of directors of Inditex and senior management of the Inditex Group, as well as their close relatives, as defined in Article 2.3 of Spanish Ministry of Economy and Finance Order EHA/3050/2004, of 15 September, on information on related-party transactions that issuers of securities on official secondary markets must disclose. All amounts are expressed in thousands of euros.

Inditex Group companies

Details of operations between Inditex and other Group companies not performed in the ordinary course of business of the Company in terms of their objective and continues or which have not been completely eliminated in the consolidation process as they are proportionately consolidated are as follows.

Type of company	2012	2011
Jointly controlled companies	(352,258)	(338,953)
Group companies	(518,240)	-

Details of operations with significant shareholders, the members of the board of directors and management are as follows:

Significant shareholders

During 2012, operations carried out by the Inditex Group with the controlling shareholder, Gartler, S.L., or with persons or companies related thereto, or with Partler 2006, S.L. and with other related persons were as follows:

2012

Nature of relationship	Type of operation	Amount
Contractual	Lease of assets	(25,344)
Contractual	Lease of assets	161
Contractual	Other expenses	(20)
Contractual	Product sales	177
Contractual	Services rendered	87

2012

Nature of relationship	Type of operation	Amount
Contractual	Lease of assets	(23,221)
Contractual	Lease of assets	155
Contractual	Guarantees provided	(92)
Contractual	Other expenses	(20)
Contractual	Services rendered	14,846

Several group companies have leased commercial premises belonging to companies related to the controlling shareholder. Most of these lease contracts were signed prior to 1994 and expire between 2014 and 2016.

Members of the board of directors and management

The following tables show the remuneration and termination benefits received by the directors and management of Inditex in 2012:

An itemized breakdown of the remuneration of the members of the board of directors is as follows:

	Type	Remuneration of board members	Remuneration of Deputy Chairman of board of directors	Remuneration for membership of other boards of directors	Remuneration for chairing Committees	Fixed remuneration	Variable remuneration	Total 2012
Mr. Pablo Isla Álvarez de Tejera	Executive	100	-	-	-	3,268	3,112	6,480
Mr. José Arnau Sierra	Propietary	64	43	54	-	-	-	161
Mr.Carlos Espinosa de los Monteros Bernaldo de Quirós	Independent	100	37	140	50	-	-	327
Ms. Irene R.Miller	Independent	100	-	100	43	-	-	243
Mr.Nils Smedegaard Andersen	Independent	100	-	100	-	-	-	200
Mr.Emilio Saracho Rodríguez de Torres	Independent	100	-	100	-	-	-	200
Mr.Juan Manuel Urgoiti López de Ocaña	Independent	100	-	100	7	-	-	207
GARTLER, S.L .(1)	Propietary	100	-	-	-	-	-	100
Mr. Amancio Ortega Gaona	Propietary	100	-	-	-	-	-	100
		864	80	594	100	3,268	3,112	8,018

Amounts in thousands of euros (1) represented by Ms Flora Pérez Marcote

The following table shows the remuneration and termination benefits received by the management of the Inditex Group:

Management	2012
Remuneration	14,094
Termination benefits	-

Also, the following tables show the remuneration and termination benefits received by the directors and management of Inditex in 2011:

An itemized breakdown of the remuneration of the members of the board of directors in 2011 is as follows:

	Type	Remuneration of board members	Remuneration of Deputy Chairman of board of directors	Remuneration for membership of other boards of directors	Remuneration for chairing Committees	Fixed remuneration	Variable remuneration	Total 2011
Mr. Pablo Isla Álvarez de Tejera	Executive	100	19	8	-	2,454	1,725	4,306
Mr.Carlos Espinosa de los Monteros Bernaldo de Quirós	Independent	100	80	108	50	-	-	338
Ms. Irene R.Miller	Independent	100	-	100	50	-		250
Mr.Nils Smedegaard Andersen	Independent	100	-	108	-	-		208
Mr. Francisco Luzón López	Independent	100	-	108	-	-		208
Mr.Emilio Saracho Rodríguez de Torres	Independent	100	-	108	-	-		208
Mr.Juan Manuel Urgoiti López de Ocaña	Independent	100	-	108	-	-		208
GARTLER, S.L .(1)	Propietary	100	-		-	-		100
Mr. Amancio Ortega Gaona	Propietary	378	-		-	-		378
		1,178	99	650	100	2,454	1,725	6,206

Amounts in thousands of euros (1) represented by Ms Flora Pérez Marcot

The following table shows the remuneration and termination benefits received by the management of the Inditex Group in 2011:

	Management
Remuneration	13,747
Termination benefits	1,070

Also, in 2010 Inditex also approved a long-term incentive plan (hereinafter, “the Plan”) for members of the management team and other personnel from the Inditex Group, the terms of which are described in note 26. For the purposes of the disclosure of related party transactions, the following are estimates of the incentives accrued in 2012 by directors and management and which would be paid if the Plan conditions are met:

	Directors	Management
Accrued incentive	1,333	2,293

At the meeting held on 14 June 2011 Inditex’s board of directors agreed to contract a benefits plan for the Chairman/CEO, as part of his remuneration for carrying out his senior management duties. The Plan is a defined contribution plan, consisting of a group life insurance policy contracted by Inditex with a prestigious insurance company operating in the Spanish market. The plan contributions are payable by Inditex and will be settled in single annual installments each September. These annual contributions are equivalent to 50% of the fixed base salary approved by Inditex for the Chairman and CEO for each year. Inditex’s contribution to the Plan during 2012 amounted to euros 1,625 thousand (euros 1,500 thousand in 2001).