The implementation of the best principles and practices of corporate governance is a top-level strategic element and an essential requirement to ensure good governance of the Company.
This English translation is exclusively for information purposes and is based on the original, official document in the Spanish language, available in the Spanish version on the company´s website.
Rules of governance applied by the Company
- Code of Conduct and Ethics.
- Revised Corporate Bylaws.
- Regulations of the Shareholders' Meeting.
- Regulations of the Board of Directors.
- Internal Code of Conduct on the Securities Market.
- Procedure for proxies, voting and information by remote means (referring to the Annual General Shareholders' Meeting 2022).
- Shareholders' Electronic Forum Operating Regulations (referring to the Annual General Shareholders' Meeting 2022).
Contingency Plans for succession of the Board Chairwoman and of the Chief Executive Officer
At its meeting held on 27 October 2011, the Board of Directors approved the first Succession Plan for the Chairman of the Company, in accordance with widespread international corporate governance recommendations. The objective was to reduce the impact that the changeover could have on the organization, seeking to maintain continuity in the corporate business and reducing, as far as possible, the risks or negative effects that could arise from the appointment of a new Chairperson until he/she has fully adapted to the position.
Since 2011, the Company has undergone relevant structural changes in the Board of Directors that have directly affected the former Plan: in May 2013, the figure of Lead Independent Director (LID) was created and in July 2015, at the Extraordinary General Shareholders' Meeting, the separation of the positions of Chairman of the Board of Directors and Chief Executive Officer was approved, which were attributed to different persons, with the Chief Executive Officer finally assuming the executive functions of the Company, and the non-executive Chairman of the Board retaining the functions of maximum representation of the Company and the Board of Directors. In addition, since then, several legislative amendments have been approved that affect the regime of listed companies, as well as the revision in June 2020 of the current Good Governance Code of Listed Companies, which include the convenience of preparing succession plans for these companies through the formulation of proposals to the Board of Directors by the Appointments and Remuneration Committees (article 529 quindecies.3.f) of the Capital Companies Act, in coordination with the CIC (Recommendation 34 CBGSC). In line with the above, amendments were approved to REC's Bylaws (Article 24.2.f) and to the Board of Directors Regulations (Articles 10.2.1.h) and 18.1.l) that directly affect the responsibilities of the Appointments and Remuneration Committee and the CIC in the process of drawing up succession plans.
Both Plans have established in detail the objectives, the causes for their activation, the bodies responsible and the actions to be taken in each phase, from the first 24 hours to the first month, assigning specific responsibilities and functions and avoiding the risk of an unforeseen and disorderly succession. These plans must be reviewed by the Appointments and Remuneration Committee whenever it deems appropriate and at least once a year in order to keep them fully in force and up to date.