Annual Report 2010 - CMVM

Corporate Governance Report 2010II.1.5REMUNERATIONThe remuneration of the members of the management board should be structured in order toallow the alignment of their interests with those of the company's long term interests, basedon the assessment of performance and discouraging excessive risk-taking. For this effect, theremunerations should be structured as follows:i) The remuneration of the Directors which perform executive duties should include a variablecomponent based on an assessment of performance, carried out by thecompetent bodies of the company, in accordance with predetermined measurable criteria,which consider the company's real growth and wealth effectively created for the shareholders,its long term sustainability and risks taken, as well as compliance with the rules applicable tothe company's activity.(ii) The variable component of the remuneration should be reasonable in relation to the fixedcomponent of the remuneration, and maximum limits should be established for all the components.(iii) A significant part of the variable remuneration should be deferred for a period not lessII.1.5.1than three years, and its payment should be subject to the continued positive performance ofthe company over this period.NoII.32II.33(iv) The remuneration of the members of the management board should not sign contracts,either with the company or third parties, which have the effect of mitigating the risk inherentto the variability of their remuneration established by the company.(v) Until the end of their term of office, the executive Directors should keep the companyshares that they have obtained through variable remuneration schemes, up to the limit oftwice the value of the annual total remuneration, with the exception of any which might needto be disposed of in order to pay taxes arising from the benefit of these same shares.(vi) When the variable remuneration includes the attribution of options, the beginning of theperiod of exercise should be deferred for a period not less than three years.(vii) Appropriate legal instruments should be established so that the compensation set for anyform of unfair dismissal of a Director is not paid if the dismissal or termination by agreementis due to the inadequate performance of the Director.(viii) The remuneration of the non-executive members of the management board should notinclude any component whose value depends on the company's performance or value.The statement on the policy of remuneration of the management and supervisory bodies referredto in article 2 of Law number 28/2009, of 19 June, should, in addition to the contentII.1.5.2referred to therein, present sufficient information: i) on which groups of companies whoseremunerative policy and practices were taken as comparative elements for the establishmentNot ApplicableII.30of remuneration; ii) on payments relative to dismissal or termination by agreement of theduties of Director.65