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Corporate Governance

Board of Directors

Appointments and Compensation Commission

Composition, functioning and internal regulations

  • The Commission shall consist of a minimum of three and a maximum of five people, members of the Board of Directors, who are not executive board members, appointed by the majority of the board.
  • Appointments shall last to coincide with the duration of the position as board member, and members may be re-elected as many times as necessary, provided that they are still Board Members.
  • The Chairman shall be appointed from among the Board Members for the maximum period remaining in office on the Board of Directors.
  • The Commission shall have a secretary, who may debate but not vote, and shall be the secretary of the Board of Directors.
  • The Commission shall meet at the registered offices or wherever the Chairman of the Commission decides, whenever the Chairman or a majority of members so request or when the Board of Directors of Duro Felguera S.A. agree to call a meeting. In any case it shall meet at least at least twice a year, coinciding with the dates so as to enable the study and analysis of all the necessary conditions and information to determine annual compensation and appointments of Commission members or senior managers of the Company and the Group.
  • If the Commission so requires and the Chairman or the delegate Board Member so agrees, any employee of the Company of group shall be obliged to attend the Commission meetings.
  • The secretary shall take minutes of the deliberations, significant matters and the agreements of the Commission, which shall be adopted on the majority votes of its members.
  • The Chairman of the Commission shall inform the Board of Directors of the agreements adopted by the Commission at the first board meeting held thereafter.
  • The Commission may regulate its own internal operations to work better and propose to the Board of Directors any amendments to these Regulations.
Functions of the Commission

The functions of the Commission are:

  • Evaluating the competences, knowledge and experience required on the Board of Directors. For this purpose it shall define the functions and aptitudes necessary for candidates to fill each vacancy and shall assess the time and dedication required to carry out the work efficiently.
  • Establishing a target of representation for the least represented sex on the Board of Directors and drawing up guidelines to reach said target.
  • Taking to the Board of Directors proposals for appointments of independent Board Members to be designated by co-optation or to subject them to the Annual General Meeting's decision, and proposals for re-election or the dismissal of said Board Members by the Annual General Meeting.
  • Reporting the proposals for the appointment of the other Board Members to be designated by co-optation or to subject them to the Annual General Meeting's decision, and proposals for re-election or the dismissal of said Board Members by the Annual General Meeting.
  • Reporting the proposals for the appointment and dismissal of senior managers and proposing to the Board of Directors the basic conditions of their contracts.
  • Examining and organizing the succession of the Chairman of the Board of Directors, and if necessary the delegate Board Member, formulating the proposals to the Board of Directors so that said succession may take place in an orderly and well-planned fashion.
  • Proposing to the Board of Directors the compensation policy for Board Members and general managers or for whoever carries out senior management functions reporting directly to the Board, the Executive Commission or delegate Board Members, and the individual compensation and other contractual conditions of executive Board Members, ensuring compliance therewith.
  • Within the scope of its functions, taking any proposal it deems appropriate to the Board, for the study and possible approval thereof.
Members of the Commission

  • CHAIRMAN: Mr. Valeriano Gómez Sánchez
  • MEMBER: Mr. Jordi Sevilla Segura
  • MEMBER: Mr. José J. Massa Gutiérrez del Álamo
  • NON-MEMBER SECRETARY: Mr. Secundino Felgueroso Fuentes
 

Summary

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