/GOVERNING BODIES
/BOARD OF DIRECTORS
Board of directors
Board is authorized to manage the affairs of the Company and its powers are only restricted by the constitutional documents of the Company, applicable law and resolutions of the Shareholders.
Appointment of directors
The Company’s articles of association (the “Articles”) provide that the Board shall consist of not less than five and not more than seventeen directors (the “Directors”). The Directors are appointed by the Shareholders for an initial term of three years and may be re-elected any number of times for subsequent three-year terms. Because the Directors are not necessarily all appointed on the same date, their terms shall be staggered and not coterminous. In the event that there is a vacancy on the Board, the Directors may appoint any Shareholder as an interim Director in order to fill the vacant position (an “Interim Director”). Such Interim Director shall be a Director until such time as a new Director is appointed by the Shareholders in a Shareholders’ Meeting.
Shareholders are permitted to act jointly to elect Directors. Pursuant to the Articles and to applicable law, if two or more Shareholders (the “Combined Shareholders”):
01. choose to combine their shareholdings in the Company (the “Combined Shareholding”)
02. such Combined Shareholding, as a percentage of the total issued share capital of the Company, is greater than, or equal to, the total issued share capital of the Company divided by the total number of Directors, the Combined Shareholders shall have the right to appoint a corresponding number of Directors.
In the event that this right is exercised, the Combined Shareholders may not vote for the remaining Directors.
Under the Articles, persons falling within the following categories are not permitted to be Directors:
01. persons who are directors of, or who have a relationship with, competitors of the Company;
02. persons who are related to any person falling within category;
03. persons who are prohibited from being a director of a company under Spanish law.
The Articles define a competitor of the Company as any entity that:
01. directly or indirectly produces, stores, transports, distributes, sells or provides electricity or combustible gases anywhere in the world; or
02. holds any investment or interest that conflict with the business of the Company, provided that, for the avoidance of doubt, the subsidiaries of the Company are not competitors of the Company.
Appointment of chairman and secretary
The Shareholders’ will usually appoint a Director to be the chairman of the Board (the “Board Chairman”). However, if they fail to do so, the Board shall appoint the Board Chairman. A Board Chairman shall serve as Board Chairman for the remainder of his term as a Director. A Board Chairman is responsible for:
01. overseeing meetings of the Board (“Board Meetings”),
02. ensuring Board Meetings are correctly formed,
03. ensuring that a quorum is present at Board Meetings, and
04. recording the voting at a Board Meeting and announcing the results of votes.
The Board may decide to appoint a vice chairman of the Board (the “Board Vice Chairman”) and may grant to any such Board Vice Chairman executive responsibilities and powers. The Board must appoint a company secretary for the Company (the “Company Secretary”) and, may decide to appoint a vice Company Secretary (the “Vice Company Secretary”), both of whom must be lawyers. It is not necessary for the Company Secretary or, a Vice Company Secretary, to be Directors.
Board Meetings
Board Meetings must be held at least four times a year, with the intention being that at least one Board Meeting be held per quarter.
The quorum for a Board Meeting is half of the total number of Directors plus one. A Director that is present, or represented by a proxy, at a Board Meeting may only cast one vote per resolution. Ordinary resolutions of the Board are passed by a simple majority of votes cast, and in the event of a tie the Board Chairman casts a deciding vote. If no Director objects, resolutions of the Board may be passed as written resolutions.
A Director (the “Appointing Director”) may, by giving written notice to the Board Chairman, appoint a proxy to attend and vote on his behalf at a Board Meeting. A proxy so appointed must be a Director (the “Proxy Director”). A Proxy Director shall be entitled to vote at the Board Meeting:
01. on his own behalf, in his capacity as a Director, and
02. on behalf of the Appointing Director, in his capacity as a Proxy Director.
A Proxy Director need not exercise both his votes at a Board Meeting in the same way.