Appointments and Remunerations Committee

Organizational rules and functions

The Board of Directors has appointed from among its members an Appointments and Remunerations Committee currently made up of three Directors. (In accordance with the Elecnor Company Bylaws, the Committee must be made up of a minimum of three and a maximum of five members.)

The Chairman of the Appointments and Remunerations Committee has the casting vote in the event of a hung vote, and is appointed from among the committee members, in accordance with the terms of the Company Bylaws.

The Company Bylaws establish that the Secretary of the Board of Directors may be appointed as the Secretary of the Appointments and Remunerations Committee, although the position of Committee Secretary is currently held by the company's Chairman and CEO.

The Appointments and Remunerations Committee has the following functions:

  • It presents before the Board of Directors relevant proposals for the appointment and re-election of Board Members, and also deals with the dismissal of directors.
  • It reports to the Board of Directors on Senior Management appointments at the company and its subsidiaries.
  • It informs the General Meeting about any issues involved in the functions entrusted to it under the terms of this article.
  • It proposes to the Board the system and sum of annual remuneration and incentives for Board Members, including provident plans.
  • It approves the remuneration of those Directors who hold executive functions, in accordance with the terms of the Company Bylaws.
  • It approves the annual remuneration, both direct and indirect sums, to be paid to members of the Senior Management team of the company and its investee companies, in accordance with the companies' results and the terms of the bylaws.
  • It likewise examines and assesses the company's executive policy, in particular in the areas of training, promotion and recruitment.
  • It draughts and submits the Senior Management Statute for approval by the Board of Directors.

The Board of Directors may call on the Appointments and Remunerations Committee to draw up reports on those areas for which it is responsible.

Name Position
Mr. Cristóbal González de Aguilar Enrile Chairman
Mr. Gonzalo Borja Cervera Earle Board Member
Mr. Fernando León Domecq Board Member
Mr. Jaime Real de Asúa Arteche Board Member
Mr. Fernando Azaola Arteche Secretary