5. Main relationships of the Nomination and Remuneration Committee

A. With the Board of Directors

At the beginning of each session of the Board of Directors, the Chairman of the Nomination and Remuneration Committee reports on the main business transacted in the last meeting of the Committee.

B. With the Audit and Control Committee

Directors sitting on the Nomination and Remuneration Committee also sit on the Audit and Control Committee.

C. With the Chairman and Chief Executive Officer and the Senior Management

For the purposes of allowing the Nomination and Remuneration Committee to be directly apprised of the major business concerns, the Committee encourages the presence in its sessions of the Chairman and Chief Executive Officer and of the officers and supervisors of the Company, so that they would explain their view on certain issues directly linked with the field of responsibility of the Committee and which are recurrent in its meetings.

D. With the Lead Independent Director

Mr Niels S. Andersen is the Lead Independent Director as well as a member of the Nomination and Remuneration Committee.

E. With the Human Resources Department

In order to keep the Nomination and Remuneration Committee duly and permanently informed, the Human Resources Division regularly informs the Committee on the changes, if any, in the global remuneration systems, on market researches on the pay of senior management, on the annual pay adjustments and on the review of the adjustment guidelines for each country, on a summary of the annual adjustments carried out and on the global programmes for the detection and development of potential in the matter of personnel and succession plans.

F. With the external advisors

In order to receive advice in connection with the performance of their duties, non-executive directors may request that legal, accounting, financial or other experts be engaged at the Company’s expense.

The assignment entrusted to such external advisors must necessarily address specific issues of certain weight and complexity that the above-referred directors might face in the discharge of their duties.

During financial year 2014, the Committee has been advised by external consultant Towers Watson in order to prepare the Annual Report on the Remuneration of Directors for FY2013.

Additionally, Uría & Menéndez law firm provides advice on the review of the internal regulations and on the regulation of the Nomination and Remuneration Committee to adjust them to the new regulatory requirements, the latest recommendations in the good governance area and the most recent trends on corporate governance.