Relevant events in 2012

1. Changes in the Board of Directors

• Removal of the Chairman of the Board and Chief Executive Officer, Luis Mª Atienza Serna, who has resigned from his position as Board member.
• Appointment of José Folgado Blanco as the new Chairman and Chief Executive Officer.
• Appointment of seven new board members (four independent and three nominees).
• Renewal of the two Board Committees. Both are composed exclusively of external board members with a majority of independent board members.

More information:

• Governance structure
• Board of Directors

2. General Shareholders’ Meeting

As part of our commitment to transparency and good corporate practices in the relationship and communication with shareholders, in 2012 we continued to improve the communication and information systems via electronic means, boosting our presence in social networks and through the broadcast of the Meeting in audio-visual format via Internet; with simultaneous translation into English.

In 2012, for the first time, an external review of the management processes and voting taken at the Annual Shareholders’ Meeting was carried out. This review has helped to identify weaknesses and opportunities for improvement in the organisation, development and running of the General Meeting.

3. Remuneration Policy

Main characteristics of the remuneration policy for the Board of Directors:

• Complete transparency and openness in the breakdown of each Board Member’s individual remuneration.
• A maximum statutory limit is established for the remuneration of the Board members.
• The remuneration of the Board of Directors and the Annual Board Remuneration Report are submitted for approval by the Annual General Meeting as two separate and independent items on the agenda.
• The total remuneration of the Board, for all concepts, was reduced by about 5% in 2012 with respect to 2011.
• Linked to the performance of the Company and with the continuous reduction of its weighting in relation to the results.
• Remuneration aligned with the long term interests of both the Company and the shareholders.

Senior Management

In the 2012 fiscal year, the remuneration, for all concepts, for senior executives was 1,023 thousand euros (1,023 thousand euros at 31 December, 2011).

4. Risk Management

We have a Risk policy and a risk management system that covers the risks of internal processes as well as those of the environment in which the Company’s activities are carried out, as established in the ISO 31000 Standard.