Delegate Committee

It reflects the percentage on the Board of the various directors by category.

11.1%

Executive Directors

55.6%

Independent Directors

33.3%

Other Non-Executive Directors

Composition

Pursuant to the provisions of the Board of Directors Regulations, the Committee will consist of the Chairman of the Board of Directors and a maximum of eight Directors of the various existing categories, with a proportion similar to that of the Board of Directors.

Committee members are appointed with a vote in favor from at least two-thirds of the current Board members. The Board of Directors' Chairman and Secretary will serve the same role in the Delegate Committee.

 

Powers

All powers of the Board are permanently delegated to the Delegate Committee except those that may not be delegated by law or under the Board Regulations. Whenever considered advisable owing to the importance of the business, in the opinion of the Chairman or three members of the Delegate Committee, or when required by the Board of Directors Regulations, the resolutions will be submitted to the Board in plenary session for ratification. The same will be applicable with regard to any matters referred by the Board to be studied by the Delegate Committee, which reserves the right to make the final decision on such matters. In all other cases, the resolutions passed by the Delegate Committee will be valid and binding with no need for subsequent ratification by the Board in plenary session.