Annual Report 2010 - CMVM

Corporate Governance Report 2010All the values listed above were paid during 2010, therefore there are no portions whose payment is deferred over time.II.32. Information on how the remuneration is structured so as to permit the alignment of the interests of the membersof the management board with the long-term interests of the company, as well as on how it it is based on the assessmentof performance and discourages excessive risk taking.In addition to the obligations inherent to the performance of the actual duties, the remuneration of the Directors also, complimentarily, actsto meet the alignment of their interests with those of the Company. Indeed, the remuneration is determined by this Committee elected atthe General Meeting, which establishes these values in accordance with guidelines linking the performance and results of the Company as awhole, as well as the overall activity of the management board, compared with the defined objectives, taking into account the conditions andvalues of the remunerations of the other employees of the Company.II.33. Regarding the remuneration of the executive Directors:a) Reference to the fact that the remuneration of the executive Directors includes a variable component and informationon how this component depends on the assessment of performance;The remuneration of the Directors includes a variable component - which is not related to the evolution of the stock market prices of theCompany's shares, but rather depends on the net income for the year, the development of corporate business –, and, furthermore, no Directoris entitled to any variable component of his remuneration unless it is specifically attributed by the Remuneration Committee, under the termsand on the grounds established by the Remuneration Committee.b) Indication of the governing bodies which are competent to carry out the assessment of the performance of the executiveDirectors;The competent body for the assessment of the performance of the Company's Directors, all of whom are executive, is the General Meeting,which, under the terms of number 1 of article 376 of the Commercial Companies Code, carries out an annual general assessment of themanagement and supervision of the Company.Moreover, the Remuneration Committee assesses the activity developed by each Director for the purpose of establishing the respective remuneration.c) Indication of the predetermined criteria for the assessment of the performance of the executive Directors;There are no predetermined criteria for the assessment of the performance of the Executive Directors. Indeed, all the Directors are assessedin accordance with their respective performance during the year, based on fixed and achievable objectives, the Company's net income andvarious other parameters which, due to their diversity and variation over the years, are not to be considered exhaustive but rather adaptableto the circumstances of each period and each specific situation.d) Detailed explanation of the relative importance of the variable and fixed components of the remuneration of the116