145 BOARD NOMINATION AND REMUNERATION COMMITTEE REPORT CORPORATE GOVERNANCE The questionnaire used a self-assessment approach on subjective and objective information related to the functioning of the Board and its Committees, among others: a) Functioning of the Board, with questions related to the Board’s effectiveness and internal functioning. b) Structure and composition of the Board, comprising questions to obtain the Directors’ opinion on the Board’s structure and composition, and the capacities, professional profile of its members, and areas of competencies in order to perform their duties on the Board. c) Board of Directors Committees, where the Directors are asked to evaluate the performance of the functions of the BARC, the BIC, and the BNRC. d) Board of Director’s agenda, where Directors are asked about the Board’s performance in areas or matters within its scope, such as the current corporate governance model, environmental, social, and corporate policy (ESG), involvement in the design and approval of strategy in financial and investment policies, monitoring of the risk map (in all its areas), dividend policy and capital structure and their participation in decision-making in significant transactions, among other matters. e) Chairman of the Board and CEO, where the Directors are asked for their views on the performance of these two positions and fulfilment of responsibilities. f) Other areas, with questions relating to the Board’s response to the industry crisis and improvement opportunities or aspects to be developed in the future. The responses are generally positive and supportive, without prejudice to the Chairman and the CEO, taking into consideration going forward some of the suggestions made regarding the functioning of the Board. CONCLUSION During the FY2023, there have been no circumstances or situations in the areas of responsibility and competence of the Committee that required its intervention and/or report to the Board. The succession planning of the Board, senior management team as well as gender diversity are the two areas of relevance on which the Committee will continue to work throughout the FY2024.
RkJQdWJsaXNoZXIy NDgzMzc=