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Page. 23

Cecabank

2015 Annual Report

Board Committees

Ms Julia Salaverría Monfort

Chairwoman

Mr Manuel Azuaga Moreno

Member

Mr José Manuel Gómez de Miguel

Member

Mr Antonio Ortega Parra

Member

Appointments

Committee

Mr Santiago Carbó Valverde

Chairman

Mr Jesús Ruano Mochales

Member

Ms. Julia Salaverría Monfort

Member

Mr José Luis Aguirre Loaso

Member

Remuneration

Committee

Appointments Committee

Remuneration Committee

Functioning and material events

The Appointments Committee is responsible for ensuring

fulfilment of the requirements established in the Articles

for exercising the function of member of the Board, its

Committees and of General Manager.

In 2015 the former Appointments and Remuneration

Committeemet on two occasions and the Appointments

Committee met on another two occasions. At these

meetings, the following issues were addressed,

amongst others:

The appointment of a female Independent Director

The evaluation of the suitability of an employee

The procedure for evaluating the Board of Directors

and its Committees

Directors’ training needs

Functioning and material events

The Remuneration Cmmittee is responsible

for supervising and informing on the per diem,

remuneration and incentives policy for the Directors

and the entity’s personnel.

In 2015 the former Appointments and Remuneration

Committee met on two occasions and the

Remuneration Committee met on another two

occasions. At these meetings, the following issues

were addressed, amongst others:

Remuneration policy

Remuneration of the people chairing the Committees

The Recruitment and Selection Policy

This committee ensures fulfilment of the requirements established in the Articles for exercising the function of member

of the Board, its Committtees and of General Manager.

Changes on the Appointments Committee in 2015

On 28 April 2015, the Board of Directors agreed to

create the Appointments Committee, in compliance

with Article 39 of the Articles of Association. It thus

became the successor of the former Appointments and

Remuneration Committee in relation to appointments.

Changes on the Remuneration Committee in 2015

On 28 April 2015, the Board of Directors agreed to

create the Remuneration Committee, in compliance

with Article 40 of the Articles of Association. It thus

became the successor of the former Appointments and

Remuneration Committee in relation to remuneration.

This committee supervises and informs on the per diem, remuneration and incentives policy for the Directors and the

entity’s personnel.

1. Governing Bodies | Board of Directors | M anagement Committee 2. Code of Conduct

02 Corporate governance