B. Administrative structure of the company

B.1 Board of Directors

Apart for the matters reserved to the General Meeting of Shareholders, the Board of Directors is the highest decision-making, supervisory and controlling body of the company, as it is entrusted with the direction, administration, management and representation of the company, delegating in general the management of the day-to-day business of INDITEX to the executive bodies and to the management team and concentrating its efforts on the general supervisory function, which includes directing INDITEX’s policy, monitoring the management activity, assessing the management by the senior management, taking the most relevant decisions for the company and acting as a link with the shareholders.

It is also incumbent on the Board of Directors to ensure that the Company enforces its social and ethical duties, and its duty to act in good faith with regard to its relationship with its employees and with third parties, as well as to ensure that no individuals or small groups of individuals have a decision power within the company which has not been subjected to counterweights and controls, and that no shareholder receives a more privileged treatment than the others.

The Board performs its functions in accordance with the corporate interest, it being understood as the viability and maximization of the company’s value in the long term in the interest of all the shareholders, which shall not prevent taking into account the rest of lawful interests, either public or private, that concur in the development of every business activities, and specially those of the other “stakeholders” of the Company (employees, customers, suppliers and civil society in general), determining and reviewing its business and financial strategies in the light of said criterion, trying to achieve a reasonable balance between the selected proposals and the risks taken.

B.1.1. Maximum and minimum number of directors provided in the Articles of Association

Maximum number of directors	12
Minimum number of directors	5

B.1.2. Members of the Board

Name or company name of the director	Representative	Office on the Board	Date of first appointment	Date of latest appointment	Election procedure
Pablo Isla Álvarez de Tejera		Presidente	9-06-2005	13-07-2010	AGM
Amancio Ortega Gaona		Vocal	12-06-1985	13-07-2010	AGM
José Arnau Sierra		Vicepresidente	12-06-2012	17-07-2012	AGM
GARTLER, S.L.	Flora Pérez Marcote	Vocal	12-12-2006	17-07-2012	AGM
Irene Ruth Miller		Vocal	20-04-2001	19-07-2011	AGM
Nils Smedegaard Andersen		Vocal	08-06-2010	13-07-2010	AGM
Carlos Espinosa de los Monteros Bernaldo de Quirós		Vocal	30-05-1997	14-07-2009	AGM
Emilio Saracho Rodríguez de Torres		Vocal	08-06-2010	13-07-2010	AGM
Juan Manuel Urgoiti López de Ocaña		Vocal	02-01-1993	13-07-2010	AGM
Total number of Directors					9

Vacancies occurred on the Board of Directors during the period

During the year in course, and in accordance with the relevant fact disclosed to CNMV on 13 June 2012, the Board of Directors of INDITEX accepted the resignation tendered by Mr Francisco Luzón López, an independent director, who stepped down from the Board of Directors, the Executive Committee, the Audit and Control Committee and the Nomination and Remuneration Committee of the Company.

B.1.3. Members of the Board and their different categories

Executive directors

Name or company name of the board member	Committee which proposed that member’s appointment	Position in the organisational chart of the company
Pablo Isla Álvarez de Tejera	Nomination and Remuneration Committee	Chairman and Chief Executive Officer (CEO)
Total number of executive directors		1
Total % of Board members		11.11

Non-executive proprietary directors

Name or company name of board member	Committee which proposed that member’s appointment	Name or company name of the significant shareholder being represented or who has proposed the appointment
GARTLER, S.L.	Nomination and Remuneration Committee	Amancio Ortega Gaona
Amancio Ortega Gaona	Nomination and Remuneration Committee(1)	Amancio Ortega Gaona
José Arnau Sierra	Nomination and Remuneration Committee	Amancio Ortega Gaona
Total number of proprietary directors		3
Total % of Board members		33,33

(1) The first appointment of proprietary director Amancio Ortega Gaona took place before the Nomination and Remuneration Committee was set up.

Non-executive independent directors

Name or company name of the board member	Committee which proposed that member’s appointment	Profile
Nils Smedegaard Andersen	Nomination and Remuneration Committee	(1)
Carlos Espinosa de los Monteros Bernaldo de Quirós	Nomination and Remuneration Committee	(1)
Irene Ruth Miller	Nomination and Remuneration Committee	(1)
Emilio Saracho Rodríguez de Torres	Nomination and Remuneration Committee	(1)
Juan Manuel Urgoiti López de Ocaña	Nomination and Remuneration Committee	(1)
Total number of independent directors		5
Total % of Board members		55,55

(1) A brief description of the profile of the non-executive independent members of the Board of Directors of the company is given below:

Mr Nils S. Andersen. (54)

He has been an independent director since June 2010. He is a graduate in Business and Economics from the University of Aarhus in Denmark. He joined Carlsberg in 1983 and became Group Vice President in 1988. From 1990 to 1997 Nils Andersen worked abroad as CEO of Carlsberg Spain and later of Carlsberg German Brewery group. Nils Andersen left Carlsberg in 1997 to become CEO of Hero’s drinks division based in Switzerland until he in 1999 returned to Carlsberg as member of the Executive Board with responsibility for European drinks operations. In 2001 he became CEO of Carlsberg A/S and led the group through a period of acquisitions and international growth until he in 2007 left Carlsberg to become Partner & Group CEO of A.P. Moller – Maersk. Nils Andersen is a member of the European Round Table of Industrialists (ERT) since 2001 and since 2007 member of the EU-Russia Industrialists’ Round Table (IRT). Within the A.P. Moller – Maersk Group he is Chairman of the Executive Board, Chairman of Maersk Oil & Gas A/S and Chairman of Danish Supermarket A/S. In 2010 he was awarded “Knight of the Dannebrog”.

Mr Carlos Espinosa de los Monteros Bernaldo de Quirós. (68)

He has been an independent director since May 1997. He is a graduate in Law and Business Studies from 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 and sits on the board of Acciona, S.A., Schindler España, and the Yell Group. 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. He has been an independent director since May 1997. He is a graduate in Law and Business Studies from 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 and sits on the board of Acciona, S.A., Schindler España, and the Yell Group. 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.

Ms Irene R. Miller. (60)

She has been an independent director since April 2001. She is a Science graduate of the University of Toronto with a Bachelor in 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 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 present time, she is the CEO of Akim, Inc., an American investment and consulting firm, which she first joined in 1997. She is also a member of the Boards of Directors of Coach Inc., (where she is lead director) and Toronto-Dominion Bank Financial Group. Previously, she served on the Board of Directors of Oakley Inc., Benckiser N.V., The Body Shop International Plc and Barnes & Noble, Inc.

Mr Emilio Saracho Rodríguez de Torres. (57)

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. He is Deputy C.E.O. for EMEA since December 2012.

Mr Juan Manuel Urgoiti López de Ocaña. (73)

He has been an independent director since January 1993. He is a graduate in Law from the University of Madrid, beginning his career in the Banco de Vizcaya in 1962. After holding many executive positions, he was appointed General Manager in 1978, director in 1984 and CEO in 1986. In 1988, after its merger with the Banco Bilbao he was appointed CEO of the Banco Bilbao Vizcaya. He has been President of Ahorrobank, Banco de Crédito Canario, Banco Occidental, Instituto de Biología y Sueroterapia and Laboratorios Delagrange and Board member of Antibióticos, S.A. At the present time he is the Chairman of the Banco Gallego and Deputy Chairman of Acciona, S.A. He is President of the Fundación Gaiás-Cidade da Cultura and of private foundation Fundación José Antonio de Castro, and is a member of other foundations and institutions. He holds the Gran Cruz de Mérito Civil and has been awarded the honour of Commander of the Order of the British Empire (C.B.E.).

Other non-executive directors

There have been no other non-executive directors who cannot be considered proprietary or independent.

Variations that, where appropriate, have occurred during the period in the category of each director

Mr Juan Manuel Urgoiti López de Ocaña is currently a non-executive independent director. He was previously classified as “other non-executive directors” as he served on the Board of Directors of Banco Gallego, S.A. as executive director. Mr Antonio Abril Abadín was a director of Banco Gallego, S.A. until June 2012.

B.1.4. Reasons why proprietary directors have been appointed at the behest of shareholders whose stake is less than 5% in the share capital

No proprietary directors have been appointed at the behest of shareholders whose stake is less than 5% in the share capital.

There have been no formal petitions for presence on the Board received from shareholders whose stake is equal to or greater than that of others at whose proposal proprietary directors have been appointed.

B.1.5. Withdrawn from his/her position before the expiry of his/her term of office

Name or company name of the shareholder	Reasons
Francisco Luzón López	Resignation

Mr Francisco Luzón López addressed a letter to the Company on 12 June 2012 giving notice of his resignation after more than 15 years in office.

The resignation of Mr Luzón as ordinary member of the Board of Directors, the Executive Committee, the Audit and Control Committee and the Nomination and Remuneration Committee of the Company was accepted by the Board of Directors on 12 June 2012, in accordance with the relevant fact disclosed to CNMV on 13 June 2012.

B.1.6. Powers delegated o the managing director

The Chairman of the Board of Directors and the Executive Committee and C.E.O., Pablo Isla Álvarez de Tejera, has been delegated each and every one of the powers contained in the list included further below, and these must be exercised in the following manner and conditions: all of them individually, without distinction, with the exception of those that: a) involve the disposal of funds in excess of a certain amount, in which case t the Chairman and C.E.O. should act jointly with another person who in virtue of any legal title is also empowered with the power in question and/or b) involve the alienation or encumbrance of real property of the Company, for which a prior resolution of the Board of Directors or, the Executive Committee, shall be required.

The requirement of joint action provided in the preceding paragraph shall not apply when it involves transactions, actions or contracts that, regardless of the amount involved, are carried out or awarded between companies belonging to the INDITEX group, understanding as such those companies, whether Spanish or foreign, in which INDITEX,., whether directly or indirectly through other investee companies, is the holder of at least 50% of its share capital, in which case any of the authorized individuals may act individually, in the name and on behalf of the company, independently of the amount involved in the matter in question.

List of powers:

1.- To appear and represent the Company vis-à-vis all manner of authorities, agencies, centres, departments and offices of the General State Administration, Central or Peripheral Government, autonomous communities, provinces, municipalities, the Corporate, Independent and European Administration, public registries of all types and, in general, any public or private entity or person whatsoever. To sign and file all manner of applications, petitions, unsworn statements or affidavits, pleadings and documents; make and pursue all types of claims; and, in general, exercise such powers as may be required for the management and defence of the rights of the Company.

2.- To sign, send and receive and collect from the Spanish postal and telegraphic authorities or offices ordinary or registered postal or telegraphic correspondence, declared value items and postal and telegraphic money orders. To file any claims before said authorities or offices and, where appropriate, collect the related indemnity payments.

3.- To verify consignments of all kinds of merchandise and goods by land, sea or air, and to receive those addressed to the Company. To file the relevant claims against railroad and shipping companies and against carriers in general for breakdowns, delays, losses or any other breach of the transportation agreement, and to collect the indemnity agreed with the same or set by the courts. To sign agreements and arrangements of all types with carriers, travel agencies, hotels, restaurants and other persons or entities who intervene in the transport of individuals or in the sphere of the hotel and catering industry.

4.- To claim and collect amounts owing to the Company for whatever reasons and to sign the appropriate receipts. To make payments. To render and require the rendering of accounts, and to challenge or approve the same. To provide, cancel and recover all manner of bonds and deposits, including those at/of the Spanish General Savings Deposit and its branches.

5.- To enter into all manner of loan and credit agreements. To open current, loan, savings or any other account with credit institutions and/or finance companies, both public and private; with respect to all such accounts and any other account existing in the Company’s name, to deposit or pay in cash sums, withdraw amounts or dispose of same by means of receipts, cheques and drafts, pay by transfer or order transfers, endorse or send for debiting bills of exchange, trade bills and credit notes, as well as bills or invoices payable by the Company; and to approve or challenge the balances shown in such accounts; to stand guarantee for other companies belong to the “INDITEX” group and, in consequence, to sign in favour of those guarantees, bonds and other guarantee documents, as well as guarantee policies and counter-guarantee policies and, in general, to carry out all that is permitted under the legislation and banking practices.

6.- To draw, endorse, assign or transfer by any means other than endorsement, to accept, sign, require conformity, guarantee, cause the assignment of the provision for, collect, discount and pay bills of exchange, promissory notes, cheques, money orders and other commercial drafts, participate in the acceptance or payment of the same, protest such bills or drafts or make the equivalent declaration, and disclose in the protest document the reasons for not having accepted or paid the bills and drafts charged to the Company. To act as a plaintiff or defendant in connection with bills of exchange in all manner of legal matters, acts or dealings and pre-trial and procedural steps or actions due to non-acceptance or non-payment, and to bring any of the other actions provided for in the Bills of Exchange and Cheques Act or any other applicable legislation.

7.- To execute, with the aforementioned limitation in relation to real property, all manner of acts and contracts relating to movables and real property, rights, securities, participation units, shares, interests, at such prices, for such considerations, under such terms, in such periods and under such provisions, clauses and terms as are deemed appropriate. Specifically, to acquire, assign, grant and dispose of or transfer for whatever title, including that of a court-ordered sale in lieu of payment, all manner of movable or real property, rights, trademarks and other distinctive signs and industrial property rights, securities, participation units, shares and interests; take out all manner of compulsory and voluntary insurance; execution of works, services and supplies of all kinds; to rent and let, take in leasing or sublet; to create, amend, acknowledge and extinguish real property rights; including chattel mortgages and pledges without transfer of possession and all manner of encumbrances on real and movable property and rights owned by the Company; carry out groupings of, additions of, divisions of and severances of title to properties, make declarations of new construction work and divisions of real property under the condominium ownership system, establishing the bylaws which shall govern the same; and to conduct and participate in measurements, surveys and boundary marking, approving the same and executing any certificates that may be issued. Regarding all the above acts and contracts, they may act with the broadest powers in the execution and performance thereof, requiring, where appropriate, whatever is necessary for such purpose, as well as to amend, novate, cancel or terminate the same.

8.- To grant all manner of acts and contracts relating to IT, management, security and communication products, equipment and systems, as well as those referring to intellectual property arising out of or related with the same and, in general, any others referring to all manner of movables; to contract the execution of works, services and supplies of all types, at such prices, for such considerations, under such terms, in such periods and under such provisions, clauses and conditions as are deemed appropriate. Specifically, to acquire, assign, grant, encumber and dispose of or transfer for whatever title, including that of a court-ordered sale in lieu of payment, the aforementioned goods; to rent and let them, take them in leasing or subletting them; to create, amend, acknowledge and extinguish real property rights and guarantee rights on the movables belonging to the Company. Regarding all the above acts and contracts, they may act with the broadest powers in the execution and performance thereof, requiring, where appropriate, whatever is necessary for such purpose, as well as to amend, novate, cancel, terminate or discharge them.

9.- To enter all manner of agreements for business collaboration, such as franchise contracts, joint-venture contracts, accounts in participation, commercial distribution, licence and agency contracts and, in general, all those that the national and international expansion of the company can require.

10.- To appear in deeds of incorporation, alteration, merger or winding-up of all kinds of entities and companies, and attend, on behalf of the Company, assemblies, meetings or ordinary and extraordinary meetings of shareholders, intervening therein and casting their vote in the manner that they deem appropriate whatever the matter that is being debated and on which resolutions are passed, accepting positions and appointments and, in general, exercising in the name of the company any rights that may correspond to it.

11.- To attend, in the name and on behalf of the company, meetings, general meetings and assemblies of condominiums or co-owners, intervening therein and casting their vote in the way that they deem appropriate, whatever the matter that is being debated and on which resolutions are passed, accepting positions and appointments and, in general, exercising in the name of the company any rights that may correspond to it in Condominium Owner Communities, as well as in the meeting they these may hold in compliance with the current Condominium Property Law and other applicable legislation.

12.- To attend on behalf of the Company all kinds of auctions and bidding called by Central Government, autonomous communities and provincial and municipal authorities and private or public persons and entities and, to this effect, submit tender conditions, declarations, plans and estimates, make bids and provide bonds; holding, in short and without any limitation whatsoever, such powers as may be required to obtain and accept, provisionally or definitively, with such qualifications as are deemed appropriate, the relevant award and to exercise the rights and perform the obligations arising therefrom.

13.- To set up the offices, workplaces and buildings of the Company and to organize the services provided therein. To hire staff, establishing recruitment and joining terms; to freely appoint and remove the same, including executives and skilled employees; to establish their rights, duties, powers and functions, salary, bonuses and indemnity payments; to agree upon promotions and transfers; and to exercise penalization and disciplinary powers, as well as to act on behalf of the Company before the employees’ collective representation bodies and to represent it in the negotiation of agreements or pacts whatever their scope or nature.

14.- To represent the Company before any manner of authorities and administrative bodies, that have authority in labour and Social Security matters, bringing proceedings and claims, requesting or not the suspension of the actions being the subject of the claim, to appear and act in matters pending in which their principal has a direct or indirect interest, in all manner of cases and proceedings, proposing and examining all types of evidence; to request and obtain documents, copies, certificates and transfers; to file, prepare and draft all manner of pleadings, applications, petitions, allegations and claims; and, in general, to carry out all those acts that are necessary in the labour life of the Company, to file its registration as a company before the labour authorities and the Social Security, those necessary for and arising out of the hiring of all manner of workers, including applying for and receiving payment of subsidies and allowances, the registration of workers [with the relevant authorities], etc., as well as those actions that are necessary for or are motivated by the amendment or termination of that labour relationship; those that are necessary for or arise out of the training that has to be given to the personnel of the company; statements and payments of Social Security contributions, requests for postponement and refunds, all that are necessary in the relations of the company with the employment and job-search offices; and, in general, to following the procedures through all its stages and motions, bringing the appropriate actions before the courts or not, until such time as firm decisions are obtained and fully enforced.

15.- To represent the Company before all manner of authorities and administrative bodies, that have authority in respect of Health and Safety at Work and Labour Risks, bringing proceedings and filing claims and, in general, carrying out all those actions that may be desirable for the principal company in those cases in which it, directly or indirectly, may have an interest. To carry out all that may be necessary to promote and maintain the safety of the workers in the workplaces, complying with the legislation on the prevention of Labour Risks and other complementary regulatory schemes; to plan and executive the policy for the prevention of risks; to act in the name of the company before the workers and their representative bodies and participating bodies as regards prevention; to draw up and introduce an occupational hazard plan; to organise the prevention service, providing it with the material and human resources that are necessary for it to develop its activity; to contract and to sign arrangements with authorised entities for the provision or acting as external prevention services; to carry out, organise and arrange the carrying out of assessments of risks, medical check-ups and other health check measures and prevention systems; to contract the performance of external labour risk prevention audits and, in general, all those acts that are related to such risks. To proceed to insure common and occupational risks of the workers, signing agreements and association documents with of the Social Security Agencies and Mutual Insurance Companies for Work Accidents and Industrial Diseases of the Social Security, or entities that should replace them in such functions and tasks, reporting or putting an end to, at the appropriate time, those that may have been signed; to accept positions and participate in those governing boards and advisory boards of such entities collaborating in the management of Social Security.

16.- As regards procedural rules, to exercise all those actions that are available to the principal and to waive those brought. To appear before the ordinary and special Courts of Law and Tribunals of all levels and jurisdictions, in all manner of trials, as well as in any kind of voluntary jurisdiction cases, administrative and economic-administrative cases. Consequently, to enter into conciliation agreements, with or without composition settlements, to mediate in pre-court proceedings, to file relevant claims and to answers summons and notifications, to sue, contest or accept, and report or lodge complaints; to file statements and ratify them, request and obtain documents; to request the practice of any proceedings whatsoever including: indictments, imprisonment and releases from prison; to hear notifications, notices, citations and summons, to assert and challenge jurisdictions; to apply for joinder of claims; challenge judges, magistrates and court officials; to propose and examine evidence and submit depositions; to attend court appearances, hearings and meetings and speak and vote, including Meetings of Creditors in all manner of collective execution proceedings, and may take part in auctions and request the adjudication of goods in partial or total payment of the debt being claimed; to reach a composition in court and outside court, to file and pursue, to the end, the litigation or case through its particular proceedings, possible incidents and appropriate appeals, until such time as firm resolutions, decisions or judgments are obtained and enforced; to take responsibility for the money or goods that are subject to the procedure being followed and, in general, exercising in the name of the company any rights that it may be entitled to.

17.- To compromise and refer to arbitrators all matters in respect of which they are empowered, either in any of the types of arbitration proceedings with the scope and under the requirements provided for in Spanish legislation on arbitration, or those types of arbitration proceedings characteristic of international commercial arbitration.

18.- To request that a Notary Public enter into record the minutes, and to serve and receive notices and summons by Notaries.

19.- To replace some or all of the foregoing powers by granting the relevant powers of attorney and to revoke all the powers granted, and to get copies of all kinds of records and deeds.

20.- To execute in public deeds the resolutions passed by the Shareholders in General Meeting, the Board of Directors and the Executive Committee.

B.1.7. Members of the Board who hold the position of director or senior manager in other companies that are part of the Group

Name or company name of the director	Company name of the entity of the group	Office
Carlos Espinosa de los Monteros Bernaldo de Quirós	ZARA UK, Ltd.	Director

B.1.8. Directors of the Company that are members of the Boards of Directors of other companies that are listed on official stock markets in Spain that are not part of the Group

Name or company name of director	Name of listed company	Office
Pablo Isla Álvarez de Tejera	TELEFÓNICA, S.A.	Ordinary member of the Board of Directors
Carlos Espinosa de los Monteros Bernaldo de Quirós	ACCIONA, S.A.	Ordinary member of the Board of Directors
Juan Manuel Urgoiti López de Ocaña	ACCIONA, S.A.	2nd Deputy Chairman of the Board of Directors

B.1.9. Rules established regarding the number of Boards of which its directors may be members

Pursuant to the provisions of section 21.2 of the Board of Directors’ Regulations, the Board 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.

B.1.10. Company’s general policies and strategies reserved for approval by the Board in plenary sesión

	YES	NO
The investment and financial policy
The definition of the structure of the group of companies
The corporate governance policy
The corporate social responsibility policy
The strategic or business Plan, as well as management goals and annual budgets
The policy regarding compensation and assessment of performance of senior management
The enterprise risk management and control policy as well as the periodic monitoring of the internal information and control systems
The dividends policy as well as the treasury stock policy and especially, the limits thereto

B.1.11. Total remuneration of the Directors that has accrued during the year

a) In the Company that is the subject of this report

Item - remuneration	Amounts in EUR thousands
Fixed remuneration	3,268
Variable remuneration	3,112
Per diems
Provisions set forth in the Articles of Association
Options on shares and/or other financial instruments
Others	1,598
Total	7,978

Other Benefits	Amounts in EUR thousands
Advances
Loans granted
Pension Funds and Plans: Contributions	1,625
Pension Funds and Plans: Obligations contracted	1,625
Life insurance premiums
Guarantees contracted by the company in favour of the directors

b) From the Company’s directors belonging to other Boards of Directors and/or the senior management of companies of the Group

Item - remuneration	Amounts in EUR thousands
Fixed remuneration
Variable remuneration
Per diems
Provisions set forth in the Articles of Association
Options on shares and/or other financial instruments
Others	40
Total	40

Other Benefits	Amounts in EUR thousands
Advances
Loans granted
Pension Funds and Plans: Contributions
Pension Funds and Plans: Obligations contracted
Life insurance premiums
Guarantees contracted by the company in favour of the directors

c) Total remuneration by type of director

Type of director	By company	By group
Executive	6,480
Non-executive Proprietary	361
Non-executive Independent	1,137	40
Other Non-executive
Total	7,978	40

d) With respect to the income attributed to the controlling Company

Total remuneration of directors (EUR thousands)	8,018
Total remuneration of the directors / income attributed to the controlling company (expressed in %)	0.34

B.1.12. Members of senior management who are not in turn executive directors and total remuneration accrued in their favour during the fiscal year

Name or company name	Office
Antonio Abril Abadín	General Counsel and Secretary of the Board
Marco Agnolin	Director of BERSHKA
Lorena Alba Castro	Logistics Director
Eva Cárdenas Botas	Director of ZARA HOME
Carlos Crespo González	Internal Audit Director
José Pablo del Bado Rivas	Director of PULL & BEAR
Jesús Echevarría Hernández	Chief Communication Officer
Ignacio Fernández Fernández	Chief Financial Officer
Begoña López-Cano Ibarreche	Human Resources Director
Abel López Cernada	Import, Export and Transport Director
Marcos López García	Capital Markets Director
Juan José López Romero	Procurement Director
Luis Maseres Ghiloni	Director of UTERQÜE
Gabriel Moneo Marina	IT Director
Javier Monteoliva Díaz	Legal Director
Jorge Pérez Marcote	Director of MASSIMO DUTTI
Óscar Pérez Marcote	Director of ZARA
Felix Poza Peña	Corporate Social Responsibility Director
Ramón Reñón Túñez	Director General Adjunto al Presidente y Consejero Delegado [Deputy General Manager]
Carmen Sevillano Chaves	Director of OYSHO
Jordi Triquell Valls	Director of STRADIVARIUS
Total remuneration senior management (EUR thousands)	14,094

B.1.13. Indemnity or golden parachute clauses, for cases of dismissal or changes in control, in favour of the members of the senior management, including the executive directors, of the Company or of its Group. Contracts reported to and/or approved by the governing bodies of the Company or of its Group

Number of beneficiaries	12

The Board of Directors is the decision-making body of the Company that approves such clauses. Information about the same are provided to the Annual General Meeting.

B.1.14. Process used to establish the remuneration of the members of the Board of Directors and the clauses in the Articles of Association relating thereto

The General Meeting of Shareholders is the body responsible for approving the system and the amount of directors’ compensation.

Article 33 of the Articles of Association reads as follows:

“1.- The remuneration of the directors shall consist of a fixed annual remuneration for each director the amount of which shall be decided by the General Meeting of Shareholders for each fiscal year or be valid for those fiscal years that the Meeting establishes. In the same manner, the General Meeting of Shareholders may assign per diems for attendance of the meetings of the Board of Directors or of its Delegate or Consultative Committees and set the amount thereof.

2.-Additionally, systems of remuneration may be established that are referenced to the market value of the shares or which entail the giving of shares or option rights over shares, destined for the directors. The application of said systems of remuneration must be agreed by the General Meeting of Shareholders, which shall determine the value of the shares that it takes as a reference, the number of shares to be given, the exercise price of the option rights, the period of duration of this remuneration system and the other conditions that it considers appropriate.

Likewise, and after having met the requirements laid down by the Law, similar remuneration systems may be established for the personnel, whether management personnel or not, of the company and of the companies in its group.

3.-The remuneration foreseen in this article shall be compatible with and independent of the salaries, remunerations, indemnifications, pensions or compensations of any kind, generally or extraordinarily established for those members of the Board of Directors who perform executive duties, whatever their relationship with the company, whether a labour (common or special senior management relationship), mercantile or service relationship, relationships that shall be compatible with the status of member of the Board of Directors.

4.-The company may take out public liability insurance for its Directors.”

Meanwhile, section 28 of the Board of Directors’ Regulations reads as follows:

“1.- Directors shall be entitled to receive the remuneration fixed by the General Meeting of Shareholders in accordance with provisions of the corporate bylaws and of these Regulations and in accordance with the instructions of the Nomination and Remuneration Committee.

2.-The Board shall endeavour for the remuneration of directors to be reasonable according to market demands. Likewise, the Board shall ensure that the remuneration of external directors is such so as to offer incentives to dedication by the directors, while not compromising their independence.

3.- A report on the compensation policy shall be approved every year by the Board of Directors, at the motion of the Nomination and Remuneration Committee, and such report shall include full, accurate and understandable information about the compensation policy of the Company approved by the Board for the year in course, as well as, where appropriate the expected policy for years to come. Such report shall also include a comprehensive summary addressing the enforcement of the compensation policy during the year, as well as a breakdown of individual remunerations accrued by each Director, separating fixed remuneration from variable remuneration and underscoring the remaining relevant terms of the employment agreements of those who discharge senior management duties.

4.-The annual report on Directors’ compensation shall be disclosed and put to the advisory say on pay vote of the Annual General Meeting of shareholders as a separate item of the agenda”.

The Annual General Meeting held on 19 July 2011 resolved to amend in part the remuneration of the directors set by the AGM held on 18 July 2006 and 15 July 2008, with indefinite validity until a later General Meeting should resolve otherwise, and effective as of 90of the directors of INDITEX, the amounts stated in the sections below being totally independent and fully compatible between each other:

(a)Each director shall receive a fixed annual amount of EUR one hundred thousand (€100,000) for the tenure of their office;

(b)The Deputy Chairman or Deputy Chairmen of the Board of Directors shall also receive an additional fixed annual amount of EUR eighty thousand (€80,000);

(c)The Chairmen of the Audit and Control Committee and of the Nomination and Remuneration Committee shall also receive an additional fixed amount of EUR fifty thousand (€50,000); and

(d)The directors who for their part sit on the Audit and Control Committee or/and on the Nomination and Remuneration Committee (including the Chairmen of both Committees) shall also receive an additional fixed amount of EUR fifty thousand (€50,000).

The Board in plenary session has reserved the right to approve the following decisions:

• At the proposal of the chief executive of the company, the appointment and if applicable, the dismissal of senior managers, as well as their compensation clauses.
• The remuneration of directors and, in case of officers, their additional remuneration on account of their executive duties and other terms which must be observed under their employment agreements.

B.1.15. Approval by the Board of Directors of a detailed compensation policy. Matters covered thereby

The Board of Directors approves the compensation policy and addresses the following issues:

• Amount of fixed components, with a breakdown, if applicable, of fees payable for attendance at meetings of the Board and its Committees and estimated annual fixed compensation arising therefrom.
• Variable compensation items.
• Main characteristics of the social security systems, with an estimate of the amount thereof or equivalent annual cost.
• Terms and conditions that must be included in the agreements with executive directors performing senior management duties, which will include:
  • -Term;
  • -Deadlines for notice, and
  • -Any other provisions regarding employment premiums, as well as indemnity or golden parachute provisions in case of early termination of the employment agreement between the company and the executive director.

B.1.16. Submission of a report on director compensation policy to the vote of the shareholders at a General Meeting of Shareholders for consultative purposes. Relevant portions of the report regarding the compensation policy approved by the Board for the following years and the most significant changes experienced by such policies vis-à-vis the policy applied during the fiscal year. Manner in which the compensation policy was applied during the fiscal year. Role of the Nomination and Remuneration Committee. External provided, name of the external advisors

The annual report on directors’ compensation describes the directors’ compensation policy and addresses the remuneration of each director, including both fixed and variable remuneration, as well as the remaining terms of the Chairman and Chief Executive Officer, the sole executive director.

Pursuant to the provisions of sections 15.2.(j) and 28 of the Board of Directors´ Regulations, the Nomination and Remuneration Committee prepares and submits to the Board the annual report on Directors’ compensation. Said report is subject to the advisory say on pay vote of the Annual General Meeting of Shareholders as a separate item of the Agenda.

B.1.17. Identity of the members of the Board who are, in turn, members of the Board or senior managers of companies that posses significant stakes in the Company and/or entities of the Group

Name or company name of the director	Company name of the significant shareholder	Office
Amancio Ortega Gaona	GARTLER, S.L.	Chairman of the Board
Amancio Ortega Gaona	PARTLER 2006, S.L.	Chairman of the Board
José Arnau Sierra	GARTLER, S.L.	Secretary and Director
José Arnau Sierra	PARTLER 2006, S.L.	Secretary and Director

There are no relevant relationships, other than those covered in the previous paragraph, of the members of the Board of Directors that link them to the significant shareholders and/or in entities of the group.

B.1.18. Regulations of the Board of Directors that have been amended during the fiscal year

The Board of Directors’ Regulations were amended last 12 June 2012, for the purposes of: (i) encompassing the regulatory changes introduced by Act 25/2011 of 1 August and Act 2/2011 of 4 March, on Sustainable Economy, including, inter alia and apart from those made to adapt the Regulations to the new wording of the Articles of Association, the amendment of section 17 to provide the possibility that the Board of Directors may, under certain circumstances, be called by a third of Directors, and the amendment of paragraphs 3 and 4 of section 28 and paragraph 2 of section 39 of the Board of Directors’ Regulations to adapt their content to the new sections 61 bis and 61 ter of Act 24/1988, of 28 July on the Stock Exchange, which govern the requirement for listed companies to issue on an annual basis two reports: one on corporate governance and the other on directors’ compensation; (ii) including recommendations 44 and 54 of the Unified Good Governance Code of Listed Companies; (iii) extending the powers of the Audit and Control Committee and of the Nomination and Remuneration Committee; and (iv) removing any references to the repealed Spanish Corporation Act, and replacing them with the relevant references to the Act on Capital Companies and introducing technical and editorial improvements.

B.1.19. Procedures for the appointment, re-election, assessment and removal of directors. Authorised bodies, procedures to follow and criteria to be used in each of the procedures

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

Directors shall be appointed by the General Meeting, and shall hold their office during the period established to this purpose by the Articles of Association, which at present is of five years.

Directors may be re-elected indefinitely, for periods of equal duration, by the General Meeting, which may likewise resolve on the removal of any of these at any time.

The Board of Directors itself may fill the vacancies that arise on said Board, temporarily, appointing from among the shareholders the persons who will have to fill the vacancies until the first General Meeting thereafter.

The proposals for the election of directors that the Board of Directors submits to be considered by the General Meeting, and the election resolutions that said body passes by virtue of those powers to co-opt that are legally attributed to it, must be preceded by the relevant report from the Nomination and Remuneration Committee, and regarding independent directors, by the relevant proposal of the Nomination and Remuneration Committee.

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

The Board of Directors and the Nomination and Remuneration Committee, within the scope of their competences, shall endeavour for the choice of candidates to fall on persons of well-known ability, competence and experience, and must maximize its care in relation to those persons called to cover the office of independent directors.

The Board of Directors may not propose or appoint to fill a director’s position any persons who hold the office of director simultaneously in more than four listed companies other than the Company. Where the vacancy which needs to be filled in is that of an independent director, the Board may not propose or appoint any persons who do not meet the independence criteria established in paragraph 1(c) of section 7 of the Board of Directors’ Regulations.

The proposals for re-election of directors that the Board of Directors shall submit to the General Meeting will have to be subject to a formal process of preparation, which shall include, necessarily, a report issued by the Nomination and Remuneration Committee in which the quality of work and the dedication to office of the proposed directors during their previous mandate shall be assessed, and regarding independent directors, the relevant proposal of the Nomination and Remuneration Committee.

In this respect, the Nomination and Remuneration Committee has, amongst others, the following responsibilities:

a) To prepare and check the criteria that must be followed for the composition of the Board of Directors in addition to selecting the candidates;

b) To advise on the proposals for nominations of directors, and regarding independent directors, to make such proposals so that they are approved by the Board of Directors prior to their appointment by the General Meeting of Shareholders or, where appropriate, by the Board of Directors by the co-optation procedure;

c) To advise on the appointment of the internal offices (Chairman, Deputy Chairman or Chairmen, CEO, Secretary and Deputy Secretary) of the Board of Directors;

d) To propose to the Board the members that must form part of each of the Committees;

Requests for information addressed to the Nomination and Remuneration Committee shall be made by the Board of Directors or its Chairman. Likewise, the Committee must consider the suggestions presented by the Chairman, the members of the Board, the officers or the shareholders of the Company.

Additionally, the Board of Directors shall explain to the Annual General Meeting in charge of appointing or ratifying the appointment of directors the nature thereof, and said nature shall be confirmed or, where appropriate, reviewed in the Annual Corporate Governance Report, after verification by the Nomination and Remuneration Committee.

As regards the assessment and removal of directors, the Nomination and Remuneration Committee is expressly entrusted with the following functions:

a) To advise on the proposal, where appropriate, of the early dismissal of an independent director, as provided in section 24 of the Board of Directors’ Regulations.

b) To annually advise the Board on the assessment of the performance of the chief executive of the Company.

B.1.20. Cases under which the resignation of directors is mandatory

Section 24 of the Board of Directors’ Regulations provides the obligation for directors to resign in such scenarios which could have a negative impact on the running of the Board or the credit and reputation of INDITEX.

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:

a)When they reach a certain age, under the terms detailed in section B.1.25.

b)When they cease to hold the executive positions to which their appointment as director was associated.

c)When they are involved in any of the cases of incompatibility or prohibition foreseen in the Law, the Articles of Association or in the Board of Directors’ Regulations. Namely, independent directors shall place their office at the disposal of the Board of Directors and shall tender, where appropriate, their resignation in the event that they fall under any of the cases of incompatibility or prohibitions provided by section 7.1 (c) of those Regulations or in the event that they suddenly come to hold the post of director in more than four listed companies other than the company.

d)When they are seriously admonished by the Audit and Control Committee for having breached their duties as directors.

e)When their remaining on the Board might have an impact on the reputation or name of the Company or otherwise jeopardise the interest of the company or when the reasons for their appointment cease to exist.

Likewise, 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.

B.1.21. Function of chief executive of the Company. Measures that have been adopted to limit the risks of the accumulation of power in a single person

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.

Mr Amancio Ortega Gaona, the founder and majority shareholder of the Company and Chairman of the Board of Directors until 19 July 2011, remains on such Board and its Executive Committee as proprietary director.

Mr José Arnau Sierra, 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 and the Nomination and Remuneration Committee.

Mr Carlos Espinosa de los Monteros Bernaldo de Quirós is the lead director pursuant to the provisions of sec. 18.1.2) of the Board of Directors’ Regulations, which is reproduced in section 2 below.

In addition to such measures, certain powers delegated to the Chairman and C.E.O., are subject to certain restrictions. Namely, those involving the disposal of funds in excess of a given sum, expressly require the joint signature of the Chairman and C.E.O, with another individual who, by virtue of any legal title is also empowered with the power in question; or/and powers which involve the alienation or encumbrance of real property of the company, for which a prior resolution of the Board of Directors or the Executive Committee, shall be required.

Rules established whereby one of the independent directors is authorized to request that a meeting of the Board be called or that other items be included on the agenda, to coordinate and hear the concerns of external directors and to direct the evaluation by the Board of Directors.

Pursuant to the provisions of section 18.2 of the Board of Directors’ Regulations, where the Chairman of the Board is also the chief executive of the Company, the lead director shall have the following additional powers: i) to call the meeting of the Board and the addition of new items on the agenda, the Chairman being bound to comply with these requests and ii) to coordinate and to echo the concerns of external directors.

B.1.22. Requirement of enhanced majorities, other than the legal majorities, for any type of decision. Resolutions on the Board of Directors. Minimum quorum of attendance and the type of majorities required to pass the resolutions

Article 28 of the Articles of Association of the Company provides:

“1.- The Board shall meet whenever such meeting is required by the interests of the Company. Meetings shall be convened by the Chairman or acting Chairman, at his behest, or at the request of at least one third of the Directors.

Likewise, directors representing at least one third of the size of the Board of Directors may convene any meeting of the Board, stating the agenda in the notice, to be held in the place where the registered office of the company is situate, where after request submitted to the Chairman, he should have failed to call the meeting, without reasonable grounds, within one month.

2.-Board meetings shall be validly held when attended either in person or by proxy by half plus one of the members in office.

Without prejudice to the foregoing, the Board shall be understood to be validly constituted without the need for notice if all its members are present in person or by proxy and they unanimously agree to the holding of a meeting.

The Board may also pass resolutions in writing without needing to hold a meeting, in accordance with the provisions of the applicable laws and regulations Likewise, the meetings of the Board shall be held via telephone multi conference, videoconference or via any other similar system that allows one or several directors to attend the meeting through such system. To this end, the notice of the meeting of the Board of Directors shall state the location where the meeting is physically to be held, to which the Secretary of the Board must go. It shall also state that it is possible to attend said meeting via telephone conference call, videoconference or via an equivalent system, and it must indicate and have available the appropriate technical devices required for this purpose, in order to permit direct and simultaneous communication among the members attending the meeting. The Secretary of the Board of Directors shall include in the minutes of the meetings of the Board of Directors held by such means, in addition to the directors physically attending or, where appropriate, represented by another director, those directors attending the meeting via telephone multi conference system, videoconference or via a similar system.

3.-Any director can appoint in writing another director as proxy, each meeting requiring a special proxy, notifying the Chairman of the same in writing.

4.-For resolutions to be passed, an absolute majority of votes in favour by the directors attending the meeting shall be required. In the case of an equality of votes, the Chairman shall have a casting vote. The foregoing is understood without prejudice to the provisions of Article 30.2 of these Articles of Association.

5.-The Board’s debates and resolutions shall be entered in a Minutes Book, each one of which shall be signed by the Chairman and the Secretary or by those who acted for them at the meeting to which the minutes refer. Copies and certificates of the Minutes shall be authorized and issued by the Secretary of the Board with the approval of the Chairman or by those who substituted them.

6.-The Board shall have to decide which of its members shall make effective its own resolutions as well as those the General Meeting of Shareholders, when the latter has not expressed who shall execute them. Failing such a decision by the Board, the making effective of resolutions shall be the duty of the Chairman, or the acting Chairman at that time, according to the certification of the Secretary of the Board.

7.-The Secretary and, where appropriate, the Deputy Secretary, even when they are not directors, shall be empowered to convert the company’s resolutions into public documents”.

The reference in Article 28.4 of the Articles of Association to Article 30.2 (permanent delegation of powers of the Board of Directors) and to section 3.4 of the Board of Directors’ Regulations (amendment to the Board of Directors’ Regulations) represent the only scenarios of enhanced majority for the passing of resolutions by the Board of Directors.

The aforementioned Article 30.2 of the Articles of Association provides that it shall be necessary that two-thirds of the members of the Board vote in favour in order to permanently delegate any power of the Board of Directors to the Executive Committee or to the CEO, if such post has been appointed, and for the appointment of the directors who have to fill such positions. However, this enhanced majority is required pursuant to the provisions of section 249.3 of the Act on Capital Companies, and therefore it does not constitute a higher quorum than the one required at law.

As for section 3.4 of the Board of Directors’ Regulations, it requires the resolution to be passed by a majority of two-thirds of the directors present for the modification of said Regulations, which actually means an enhanced majority not required at law.

For its part, Section 17 of the Board of Directors’ Regulations provides:

1.-The Board of Directors shall ordinarily meet quarterly and, at the behest of the Chairman, whenever the same should consider it appropriate for the good running of the Company. The Board of Directors must also meet when a meeting is requested by at least one-third of its members, in which case it shall be called by the Chairman to meet within the fifteen days following the request.

Where further to the request made to the Chairman, he would unreasonably fail, to call the meeting within one month, directors representing at least one-third of the Board members may convene it, stating the agenda in the notice, to be held in the place where the registered office of the company is situate.

2.-Notice of the ordinary sessions shall be carried out by letter, fax, telegram or electronic mail, and shall be authorized with the signature of the Chairman or that of the Secretary or the Vice-Secretary by order of the Chairman. The notice shall be issued at least three days in advance.

The notice of the meeting shall always include the agenda of the meeting and shall be accompanied by the duly summarised and prepared relevant information.

3.-The Chairman of the Board of Directors may call extraordinary meetings of the Board when in his opinion the circumstances so justify it, without the period of advance notice and the other requirements indicated in the previous section applying in such cases. Furthermore, the Board shall be considered validly constituted without the need for notice if, all its members being present or represented, these unanimously agree to the meeting taking place.

4.-The Board may equally pass resolutions in writing without the need for a meeting, in accordance with the provisions of the Spanish Corporation Act.

Furthermore, the Board may hold a meeting via videoconference or conference call; these means shall allow one or more directors to attend the meeting. For this purpose, the notice for the meeting of the Board, shall state not only the place of calling, where the General Secretary shall be present, but also the possibility that the meeting may be attended via conference call, videoconference or equivalent system and the precise technical devices provided for this end, which shall allow the instant and direct communication between the members in attendance. The Secretary of the Board shall register in the minutes of the meetings held by these means, not only the members of the Board physically present or represented by other director, but also the members attending the meeting via multi-conference call, videoconference or similar system.

5.-The Board shall draw up an annual calendar of its ordinary meetings”.

B.1.23. Specific requirements that are different from those relating to the directors in order to be appointed Chairman

There are no specific requirements, different from those relating to the directors, in order to be appointed Chairman.

B.1.24. Casting vote of the Chairman

The Chairman of the Board of Directors has a casting vote in the event of equality of votes between the directors attending the meeting. This is understood without prejudice to the provisions of article 30.2 of the Articles of Association and of section 3.4 of the Board of Directors’ Regulations, referred to in section B.1.22 above.

B.1.25. Age limits for the directors

Section 24.2 of the Board of Directors’ Regulations provides that the directors must place their office at the disposal of the Board of Directors and, should the Board deem it appropriate, tender the relevant resignation:

“a)When they reach the age of 68. However, the directors who hold the office of Chief Executive Officer or Managing Director shall place their office at the disposal of the Board of Directors upon reaching the age of 65, being able to continue as ordinary members of the Board of Directors until the aforementioned age of 68. As an exception, the foregoing rules shall not apply in the case of the founding Chairman of the company, Amancio Ortega Gaona”.

B.1.26. Limited term of office for the independent directors

Neither the Articles of Association nor the Board of Director’s Regulations establish a limited term of office for the independent directors.

B.1.27. Procedures established by the nomination and remuneration committee which ensure that recruitment processes are free from any implied bias hindering the selection of female directors and which allow for the free search for women

Pursuant to the provisions of section 15.2 (l) of the Board of Directors’ Regulations, the Committee shall ensure when filling up any new vacancies and when appointing new Directors that the recruitment process does conform to the prohibition of any manner of discrimination.

B.1.28. Formal procedures for the granting of proxies in the Board of Directors

Article 28.3 of the Articles of Association establishes that any director can grant proxy to another director in writing for his representation, such proxy being of a special nature for each meeting, communicating this in writing to the Chairman.

In line with this provision, section 19.1 of the Board of Directors’ Regulations states that the Board meeting will be validly held when it is attended by at least half plus one of its members (or the whole number of directors immediately above half, should the Board be comprised of an odd number), whether in person or by proxy, stating further that the directors shall do their best to attend the Board meetings and, when they cannot do so in person, they shall endeavour to grant a proxy to another member of the Board giving instructions as to its use and communicating the same to the Chairman of the Board of Directors.

B.1.29. Number of meetings that the Board of Directors has held during the fiscal year. Times that the Board has met without its Chairman being present

Number of Board meetings	5
Number of Board meetings without the presence of the Chairman	0

Number of meetings held over the fiscal year by the different committees of the Board

Number of meetings of the Executive Committee	0
Number of meetings of the Audit Committee	6
Number of meetings of the Nomination and Remuneration Committee	5

B.1.30. Number of meetings held by the Board of Directors during the fiscal year at which not all of its members have been in attendance

Number of non attendance of directors during the fiscal year	2
% of non attendance over the total votes during the fiscal year	4,44

B.1.31. Previous certification of individual and consolidated annual accounts presented for approval. Person or persons who has/ have certified the individual and consolidated annual accounts of the Company, for their preparation by the Board

The individual and consolidated annual accounts that are presented in order to be prepared by the Board are previously certified by the Chairman of the Board and C.E.O. and by the Chief Financial Officer.

B.1.32. Mechanisms established by the Board of Directors to prevent the individual and consolidated accounts being presented to the General Meeting with qualifications in the auditors’ report

The Audit and Control Committee, mostly made up of independent, non-executive directors, has meetings, without the presence of the management of the company, with the auditors of the individual and consolidated annual accounts in order to review the company’s annual accounts and certain periodic financial information that the Board must provide to the markets and their supervisory boards, overseeing compliance with the legal requirements and correct application of generally accepted accounting principles in the drawing up thereof. In such meetings, any disagreement or difference of opinion existing between the management of the company and the external auditors is put forward, so that the Board of Directors can take the necessary steps so that the audit reports are issued without qualifications.

Furthermore, previously to the drafting of the annual or quarterly accounting statements, the management of the company also holds a meeting with the Audit and Control Committee and is subjected by the latter to suitable questions as to the application of accounting principles, estimations made in the preparations of the financial statements, etc., matters which are subject to discussion with the external auditors.

In this respect, section 43.4 of the Board of Directors’ Regulations provides that:

“The Board of Directors shall endeavour to definitively prepare the accounts in such a manner that they do not give rise to qualifications on the part of the auditor. Nonetheless, when the Board considers that it must maintain its opinion, it shall publicly explain the content and scope of the discrepancy”.

B.1.33. Secretary of the Board of Directors

Mr. Antonio Abril Albadín, the General Counsel and Legal Advisor of the Board of Directors, does not sit on the Board.

B.1.34. Procedures for appointment and removal of the secretary of the Board

Pursuant to the provisions of section 10 of the Board of Directors´ Regulations, the appointment and removal of the Secretary of the Board shall be approved by the Board in plenary session, prior report of the Nomination and Remuneration Committee; the Secretary needs not be a director.

• The Nomination and Remuneration Committee reports on the appointment.
• The Nomination and Remuneration Committee reports on the dismissal.
• The Board in plenary session approves the nomination.
• The Board in plenary session approves the dismissal.

The secretary of the Board is responsible for specially ensuring compliance with good governance recommendations.

B.1.35. Mechanisms established by the company to preserve the independence of the auditor, the financial analysts, investment banks and credit rating agencies

Section 43 of the Board of Directors’ Regulations, under the heading “Relations with the auditors” states in paragraphs 1, 2 and 3 as follows:

“1.The relations of the Board with the external auditors of the company shall be channelled through the Audit and Control Committee.

2.The Audit and Control Committee shall abstain from proposing to the Board of Directors, and the latter shall abstain from putting forward to the General Meeting of Shareholders, the appointment as auditor of the company of any auditing firm which would be incompatible in accordance with auditing legislation as well as those audit firms where the fees that the company expects to pay them for all services in all areas are greater than five percent of the audit firm’s total revenues during the last fiscal year.

3.The Board of Directors shall publicly disclose the whole of the fees that have been paid by the company to the audit firm for services other than auditing”.

The mechanisms established to preserve the independence of the external auditor are the following:

• It is incumbent on the Audit and Control Committee, mostly made up of independent directors as defined in section 7.1 c) of the Board of Directors’ Regulations, to propose to the Board of Directors, in order to be studied by the General Meeting of Shareholders, the appointment of the auditors. Furthermore, to propose to the Board of Directors the terms of their contracts, the scope of their professional mandate and, where appropriate, the rescission or non—renewal of their appointment;
• Among the functions of the aforementioned Committee is that of liaising with the external auditors in order to receive information on those matters that could jeopardise their independence and on any other matter related to the carrying out of the accounts auditing process, as well as on those other communications envisaged by auditing legislation and auditing standards.
• The Committee shall issue a report every year, prior to the issue of the auditors´ report, expressing an opinion on the independence of external auditors, and addressing in all events the rendering by the external auditor of any manner of additional services other than those covered in the audit agreement.
• Likewise, the Audit and Control Committee monitors the conditions and the enforcement of the contracts entered into with the external auditors of the Company to carry out assignments or tasks other than those covered in the audit agreement.
• The external auditors consult periodically with said Committee, as mentioned in section B.1.32 above, in order to review the annual accounts of the company that the Board of Directors must provide to the markets and its supervisory boards.
• The Company reports in its consolidated annual report on the fees paid to its external auditors for each item other than the auditing of the financial statements.

As regards the mechanisms established to guarantee the independence of the financial analysts, the Company releases information to the market following the principles included in the Internal Regulations of Conduct regarding Transactions in Securities, especially relating to the obligation that the information must be accurate, clear, quantified and complete, avoiding subjective assessments that lead or could lead to confusion or deceit.

The company has not contracted services from Investment Banks or Credit Rating Agencies during fiscal year 2012.

B.1.36. Change of external auditor of the Company during the fiscal year

There has been a change of the external auditor. The outgoing external auditor is KPMG Auditors, S.L., while the new external auditor is Deloitte, S.L.

B.1.37. Works carried out for the Company and/or its Group by the auditing firm other than that of auditing. Amount of the fees received for said work and percentage that it represents of the fees charged to the Company and/or its Group

The auditing firm does carry out other work for the company and its group other than that of auditing.

	Company	Group	Total
Amount of work other than auditing (EUR thousands )	25	662	687
Amount of work other than that of auditing / total amount charged by the auditing firm (in %)	8.5	15.1	14.6

B.1.38. Observations or qualifications on the Audit Report on the Annual Accounts for the prior fiscal year. Reasons given by the Chairman of the Audit and Control Committee to explain the content and scope of such observations or qualifications

No observations or qualifications were included into the audit report on the Annual Accounts for the prior fiscal year.

B.1.39. Number of years that the current audit firm has been auditing the annual accounts of the Company and/or its Group. Percentage that represents the number of years audited by the current audit firm over the number of years in which the annual accounts have been audited

	Company	Group
Number of consecutive years	1	1
No of years audited by the current audit firm / no. of years that the company has been audited (in %)	3.6%	4.3%

B.1.40. Stakes held by members of the Board of Directors of the company in the capital of entities that have the same or a similar or complementary type of business as that which makes up the corporate object, both of the Company and of its Group, and that have been communicated to the Company

Mr Nils Smedegaard Andersen, non-executive independent director, has reported that he holds a 0.010% stake in the company A.P. Moller-Maersk A/S. Mr Andersen is the Chairman of Dansk Supermarked and CEO of A.P. Moller-Maersk A/. Both companies are engaged in business which is complementary to the objects of the Company. On the other hand, non-executive independent director Ms Irene R. Miller has reported to the Company that she holds a 0.041% stake in the share capital of Coach Inc., whose business is similar or complementary to that of the Company, and in which Board she serves as lead director.

B.1.41. Procedures whereby for directors to get external advice

The possibility that the directors can request external advice is expressly covered in the Board of Directors’ Regulations, which in section 27 provides the following:

“1. In order to be aided in the performance of their duties, the non-executive directors may request that legal, accounting, financial 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.

2.The decision to engage external experts must be notified to the Company Chairman and can be open to veto by the Board of Directors if it proves that:

nce of the duties entrusted to the non-executive directors; or

b)the cost is not reasonable in view of the importance of the problem and of the assets and income of the company; or

c)the technical assistance obtained may be adequately dispensed by in-house experts and technicians,

d)the confidentiality of the information to be provided to the expert may be jeopardised”.

B.1.42. Procedure to enable the Directors to have the necessary information to prepare the meetings of the administrative bodies in a timely manner

Section 17.2 of the Board of Directors’ Regulations, within chapter V (“Running of the Board”), after establishing that the notice for the ordinary meetings of said body shall be given at least three days in advance of the meeting, states that the notice shall always include the agenda of the meeting and shall be accompanied by the duly summarised and prepared relevant information.

This is complemented:

• On the one hand, by section 26 of the aforementioned Regulations, which recognises the widest powers for directors to obtain information on any issue of the Company (and its subsidiary companies), to examine its books, registers, documents and other records of the company’s operations and to inspect all its facilities, likewise establishing that the exercise of the powers of information shall be channelled through the Chairman, the Deputy Chairman or any of the Deputy Chairmen, where appropriate, 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 interlocutors at the appropriate level in the organisation or establishing such measures so as to enable them to conduct the desired examinations and inspections in situ.
• On the other hand, through the director’s obligation to diligently obtain information on the course of business of the Company and prepare suitably for the Board meetings and for the subcommittees they belong to, as is referred to in section 29 of the Regulations.

B.1.43. Rules requiring Directors to inform the Company —and, if applicable, resign from their position— in cases in which the credit and reputation of the Company may be damaged

Pursuant to the provisions of section 24.3 of the Board of Directors’ Regulations, Directors shall inform the Board and, if appropriate, place their office at the disposal of the Board and formalize the relevant resignation, if said body deems it convenient, when circumstances that may harm the name and reputation of the company concur in them or, in any other way, jeopardize the company’s interests, as well as when the reasons for their appointment disappear. Pursuant to the provisions of section 24.3 of the Board of Directors’ Regulations, Directors shall inform the Board and, if appropriate, place their office at the disposal of the Board and formalize the relevant resignation, if said body deems it convenient, when circumstances that may harm the name and reputation of the company concur in them or, in any other way, jeopardize the company’s interests, as well as when the reasons for their appointment disappear.

B.1.44. Members of the Board of Directors who have informed the Company that they have been prosecuted or that an order for the commencement of an oral trial has been issued against them for the commission of any of the crimes covered in Section 124 of the Spanish Corporation Act

No one of the members of the Board of Directors has informed the Company taht he/she has been prosecuted or that and order for the commencement of an oral trial has been issued against him/her for the commission of any of the crimes covered in Article 124 of the Spanish Corporation Act.

B.2 Committees of the Board of Directors

B.2.1. All the committees of the Board of Directors and their members

Executive committee

In accordance with the provisions of article 30 of the Articles of Association, an Executive Committee was set up by the Board of Directors on 28 February 1997, which holds in delegation all the powers of the Board, except those that cannot be delegated by law or by its Articles of Association and those that are necessary for the responsible exercise of the general supervisory function that is incumbent on the Board.

Composition of the Executive Committee as at 31 January 2013:

Name	Office
Pablo Isla Álvarez de Tejera	Chairman
José Arnau Sierra	Deputy Chairman
Amancio Ortega Gaona	Ordinary Member
Nils Smedegaard Andersen	Ordinary Member
Carlos Espinosa de los Monteros Bernaldo de Quirós	Ordinary Member
Emilio Saracho Rodríguez de Torres	Ordinary Member
Juan Manuel Urgoiti López de Ocaña	Ordinary Member

Antonio Abril Abadín, General Counsel and Secretary of the Board, acts as the Secretary-non-member of the Executive Committee.

Audit committee

Sections 31 of the Articles of Association and 14 of the Board of Directors’ ‘Regulations set out the regulations governing the Audit and Control Committee.

Composition of the Audit and Control Committee as at 31 January 2013:

Name	Office
Juan Manuel Urgoiti López de Ocaña	Chairman
Irene Ruth Miller	Ordinary Member
Nils Smedegaard Andersen	Ordinary Member
José Arnau Sierra	Ordinary Member
Carlos Espinosa de los Monteros Bernaldo de Quirós	Ordinary Member
Emilio Saracho Rodríguez de Torres	Ordinary Member

Antonio Abril Abadín, General Counsel and Secretary of the Board, acts as the Secretary-non-member of the Audit and Control Committee.

Nomination and remuneration committee

Sections 32 of the Articles of Association and 15 of the Board of Directors’ Regulations set out the regulations governing the Nomination and Remuneration Committee.

Composition of the Nomination and Remuneration Committee as at 31 January 2013:

Name	Cargo
Carlos Espinosa de los Monteros Bernaldo de Quirós	Chairman
Irene Ruth Miller	Ordinary Member
Nils Smedegaard Andersen	Ordinary Member
José Arnau Sierra	Ordinary Member
Emilio Saracho Rodríguez de Torres	Ordinary Member
Juan Manuel Urgoiti López de Ocaña	Ordinary Member

Antonio Abril Abadín, General Counsel and Secretary of the Board, acts as the Secretary-non-member of the Nomination and Remuneration Committee.

B.2.2. Duties of the Audit and Control Committee

• Supervise the process of preparation and the integrity of the financial information relating to the Company and, if applicable, to the Group, monitoring compliance with legal requirements, the proper delimitation of the scope of consolidation, and the correct application of accounting principles.
• Periodically review the internal control and risk management systems, in order for the main risks to be properly identified, managed and made known.
• Ensure the independence and effectiveness of the internal audit function; make proposals regarding the selection, appointment, re-election and withdrawal of the head of the internal audit department; propose the budget for such area; receive periodic information regarding its activities; and verify that senior management takes into account the findings and recommendations contained in its reports.
• Establish and supervise a mechanism whereby the employees may give notice, on a confidential basis and, if deemed appropriate, anonymously, of any potentially significant irregularities, especially of a financial and accounting nature, that they notice at the Company.
• Submit to the Board proposals for the selection, appointment, re-election and replacement of the external auditor, as well as the contractual terms under which it should be hired.
• Regularly receive from the external auditor information regarding the audit plan and the results of the implementation thereof, and verify that senior management takes its recommendations into account.
• Ensure the independence of the external auditor.
• In the case of groups of companies, favor the auditor of the Group as the auditor responsible for audit work at the companies that form part thereof.

B.2.3. Organisational and working rules and responsibilities attributed to each of the Committees of the Board

The Executive Committee

The regulation of the Executive Committee is found in the Board of Directors’ Regulations, section 13 whereof provides that this shall be made up of a number of directors being no less than three nor greater than seven.

The passing of the resolutions of appointment of the members of the Executive Committee will require at least two-thirds of the members of the Board to have voted in favour thereof.

The Chairman of the Board of Directors acts as Chairman of the Executive Committee and the Secretary of the Board, who may also be assisted by the Deputy Secretary, performs the duties of secretary. The office of Deputy Chairman of the Executive Committee is held by the Deputy Chairman of the Board of Directors.

The permanent delegation of powers by the Board of Directors to the Executive Committee shall require two-thirds of the members of the Board to vote in favour and may include, at the Board’s discretion, all or a part of the powers of the Board itself. In any case, those powers that legally or according to the Articles of Association cannot be delegated may not be delegated to the Executive Committee and nor may those that are necessary for the responsible exercise of the general supervisory function that is incumbent on the Board.

The Executive Committee reports to the Board of Directors on the matters discussed and the decisions taken in its meetings.

Audit and Control Committee

The Audit and Control Committee shall be made up of a minimum of three and a maximum of seven directors appointed by the Board itself, the majority of whom must be independent directors as defined in section 7.1 c) of the Board of Directors’ Regulations. For this purpose, those professionals of repute who are linked to the management team or to the significant shareholders and who meet the requirements to ensure their impartiality and objectivity of judgment shall be deemed to be independent.

The Chairman of the Audit and Control Committee shall be elected for a term that does not exceed four years and must be replaced at the expiry of the aforementioned term. He may be re-elected once a period of one year has elapsed since the date of his ceasing in the post.

The Committee shall meet in ordinary meeting on a quarterly basis in order to review the periodic financial information that has to be given to the Stock Market authorities, as well as the information that the Board of Directors has to approve and include in its annual public documentation. Furthermore, it shall meet each time its Chairman calls it to meet, who must do so whenever the Board or the Chairman thereof requests the issue of a report or the adoption of proposals and, in any case, whenever appropriate for the successful performance of its functions.

The members of the management team or of the personnel of the Company and its group shall be bound to attend the meetings of the Committee and to collaborate with it and make available the information at their disposal when the Committee so requests. Likewise, the Committee may require the attendance of the auditors to its meetings.

For the best performance of its functions, the Audit and Control Committee may obtain the advice of external experts.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee shall be made up of a number of directors that is not less than three or greater than seven the majority of whom must be independent directors as defined in section 7.1. c) of the Board of Directors’ Regulations. A Chairman will be appointed from among its members.

Requests for information addressed to the Nomination and Remuneration Committee shall be made by the Board of Directors or its Chairman. Likewise, the Committee must consider the suggestions presented to it by the Chairman, the members of the Board, management or the shareholders of the Company.

The Nomination and Remuneration Committee shall meet each time that it is called to meet by its Chairman, who must do so each time the Board or its Chairman requests the issue of a report or the adoption of proposals within the scope of its competences and, in any case, whenever is suitable for the successful performance of its functions. In any event, it shall meet once a year to prepare the information about the directors’ remuneration that the Board has to approve and include in its annual public documentation.

B.2.4. Advisory and consultative powers of each one of the committees and the powers delegated to them

The Executive Committee

The Executive Committee, created from within the Board of Directors of the Company, holds in delegation all the powers of the Board, apart from those that by law or by the Articles of Association cannot be delegated, and those others that are necessary for the responsible exercise of the general supervisory function that is incumbent on the Board.

The Executive Committee reports to the Board on the matters discussed and the decisions taken in its meetings, in such manner that the Board has complete knowledge of the decisions of the Executive Committee.

Audit and Control Committee

The Audit and Control Committee is an advisory committee, with informational, advisory and proposal powers in the matters determined by the Board itself.

Without prejudice to other tasks that the Board assigns to it, the Audit and Control Committee will have the following basic responsibilities, which are (section 14 of the Board of Directors’ Regulations):

a)To report to the General Meeting of Shareholders on those questions put forward by shareholders regarding matters within the scope of its competence.

b)To propose to the Board of Directors, in order to be submitted to the General Meeting of Shareholders, the appointment of the auditors of the accounts. Furthermore, to propose to the Board of Directors their contractual conditions, the scope of their professional mandate and, where appropriate, the rescission or non—renewal of their appointment.

c)To liaise with the external auditors in order to receive information on those matters that could put at risk their independence, which shall be subject to review by the Committee, and on any other matter related to carrying out of the audit process, as well as on those other communications envisaged by audit legislation and auditing standards; specifically, to receive from the auditors every year written confirmation of their independence vis-à-vis the Company, as well as the information about any manner of additional services, other than those covered under the audit agreement, rendered by said auditors to the Company.

d) To supervise the fulfilment of the auditing contract, endeavouring for the opinion about the annual accounts and the main contents of the auditor’s report to be drawn up in a clear and precise manner and to evaluate the results of each audit process.

e)To supervise the terms and the observance of the contracts entered into with the external auditors of the Company for the performance of assignments or tasks other than those included in the audit contract.

f)To issue on a yearly basis and prior to the issue of the audit report, a report featuring an opinion on the independence of the external auditors of the Company, which shall address at all events the rendering of any manner of additional services other than those covered under the audit agreement referred to under paragraph (c) above.

g)To supervise the Internal Audit Department of the Company and its Group, approving the budget of the Department, the Plan of Internal Audit, and the Annual Activities Report, and supervising the material and human resources, whether internal or external, of the Internal Audit Department for the performance of their work. To report on the appointment of the Internal Audit Department Director prior to the corresponding report from the Nomination and Remuneration Committee.

h)To supervise the process of preparation and release of the regulated financial information and the effectiveness of the internal control systems of the Company, and (in particular that regarding the internal control on the financial information) and, by checking the suitability and integrity of the same and by discussing with the external auditors of the Company the significant weaknesses of the internal control system revealed in the course of the audit.

i) To periodically review the risk control and management policy and the management systems, which may contain, at least, the different types of risks, the fixing of the risk level which is considered acceptable, the measures foreseen to mitigate the impact of the identified risks, and the systems of information and internal control.

j) To review the Company´s annual accounts and the periodic financial information that the Board must provide to the markets and the supervisory bodies, overseeing compliance with the legal requirements and with the correct application of generally accepted accounting principles.

k)To inform the Board of Directors about any significant change in the accounting criteria and about risks arising from the balance sheet.

l) To examine compliance with the Internal Regulations of Conduct Regarding Transactions in Securities, with the Board of Directors’ Regulations, and in general, with the governance regulations of the Company and to make the necessary proposals for their improvement.

m) To receive information and, where appropriate, to issue reports on the disciplinary measures intended to be imposed on the members of the senior management team of the Company.

n)To report during the first three months of the year and whenever the Board of Directors so requests on compliance with the Code of Conduct and with any additional documents which make up the prevailing policy on internal regulations compliance, from time to time in force, and to make proposals to the Board of Directors for the taking of steps and adoption of policies aimed at improving compliance with such policy on regulatory compliance.

o)To draw up and put forward to the Board of Directors an annual report on corporate governance for its approval.

p)To draw up an annual report on the activities carried out by the Audit and Control Committee itself.

q)To supervise the functioning of the Company´s web page regarding the provision of information on corporate governance as referred to under Section 40.

r) To report to the Board of Directors about the creation or, as the case may be, acquisition of shares in special purpose vehicles or entities resident in jurisdictions considered tax havens, and any other transactions or operations of a comparable nature.

s) To receive from the head of tax issues of the Company, in order to relay it to the Board of Directors, prior to the statement of the annual accounts and the filing of the Corporate Tax return, information about tax criteria enforced by the Company during the fiscal year and the degree of compliance with the Code on Best Tax Practices.

t) To report to the Board of Directors, based upon the information received from the head of tax issues of the Company, on tax policies enforced, and in respect of issues which shall be submitted to the Board of Directors for approval, on their tax consequences, where they are deemed to be a relevant factor.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee is an advisory committee, with informational, advisory and proposal powers in the matters determined by the Board itself.

Without prejudice to other tasks that are assigned to it by the Board, the Committee shall have the following basic responsibilities (section 15 of the Board of Directors’ Regulations):

a)To prepare and review the criteria that must be followed for the composition of the Board of Directors, and to select the candidates.

b)To advise on proposed nominations, and where appropriate, on the re-election of directors and, in case of independent directors, to submit said proposals to the Board of Directors for approval, prior to the nomination by the General Meeting of Shareholders or, where appropriate, by the Board of Directors for the co-optation procedure.

c)To advise on the nomination of internal positions (Chairman, Deputy Chairman or Chairmen, CEO, Secretary and Deputy Secretary) of the Board of Directors.

d)To propose to the Board the members that should form part of each of the Committees.

e)To advise on the appointment and dismissal of senior managers as proposed by the chief executive to the Board of Directors.

f)To annually advice the Board on the evaluation of the performance of the chief executive of the Company, and also of the Nomination and Remuneration Committee itself.

g) To propose the remuneration policy for directors and senior managers to the Board, and to ensure compliance with the remuneration policy set forth by the Company.

h) To report to the Board, before it holds its meeting, on those contracts of the personnel that include severance agreements, for those cases that imply dismissal or changes in control.

i) To prepare and submit to the Board of Directors for approval the annual report on Directors´ compensation.

j) To advise on transactions that imply or may imply conflicts of interest, transactions with related parties or those transactions that imply the use of corporate assets and, in general, to report on the matters included in Chapter IX of the Board of Directors’ Regulations.

k) To draw up and keep up-to-date a contingency plan to cover those vacancies in key positions within the company or its group.

l) To ensure that when filling up any new vacancies and when appointing new Directors the recruitment process should conform to the prohibition of any manner of discrimination.

m) To propose to the Board the individual remuneration of executive directors and the remaining terms and conditions of their employment agreements.

B.2.5. Existence of rules for the Board’s committees, place where they are available for consultation and any modifications introduced during the year. Voluntary preparation on the activities of each committee

The rules governing the Audit and Control Committee and the Nomination and Remuneration Committee are contained in the Board of Directors’ Regulations and in the Articles of Association, and there are no specific individual regulations for each of them.

The full text of the Board of Directors’ Regulations is available for consultation on both the corporate web page (www.inditex.com) and on the website of the CNMV.

In compliance with the provisions of Sec. 14.2.(p) of the Board of Directors’ Regulations, the Audit and Control Committee prepared a report on the activities it carried out during fiscal year 2012; likewise, the Nomination and Remuneration Committee drew up an annual report on the activities it performed during fiscal year 2012.

B.2.6. Composition of the executive committee as regards the category of its members

The Executive Committee is made up of one executive director, two proprietary director and four independent directors. All categories of directors sitting on the Board of Directors also sit on the Executive Committee.