CIE AUTOMOTIVE, S.A. IDENTIFICATION DATA OF ENTITY
CIE AUTOMOTIVE, S.A.
ALAMEDA MAZARREDO Nº 69, 8º PISO BILBAO (VIZCAYA)
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COMPANY'S REMUNERATIONS POLICY FOR THE CURRENT YEAR
Explain the Company's remunerations policy. This section will include information on:
General principles and reasons for the remunerations policy
Most significant changes made in the remunerations policy compared with the previous year and any changes made during the year in the exercise conditions for stock options already granted.
Criteria applied and composition of comparable corporate groups the remunerations policy of which have been examined to establish the company's remunerations policy.
Relative importance of variable remuneration items with respect to fixed items and criteria applied to determine the components of directors' remuneration package (salary mix).
Explain the Company's remunerations policyThroughout organisation, the remunerations policy is viewed as a factor key to the creation of value. This is also the view of CIE Automotive in relation to the remuneration of the members of its Board of Directors, the creation of value being the principle underlying Article 24 of the Articles of Association, which regulates directors' remuneration.
Article 24. Directors' remuneration
The members of the Board of Directors shall be entitled to receive remuneration. This remuneration shall consist of: (a) a fixed portion, concordant with the services and responsibilities assumed; (b) a variable portion, linked to objective indicators of the director's individual performance or the company's performance; (c) a portion corresponding to welfare benefits, which shall include the pertinent insurance. Items (a) and (b) shall be paid in cash.
The setting of the amounts of fixed remuneration, of the indicators used to calculate the variable portion (which may in no circumstances consist of a stake in the Company's profits), and of the items to be included in the welfare portion shall be resolved upon by the General Shareholders' Meeting. The General Shareholders' Meeting is expressly authorised to establish incentives schemes for all, any or some of the directors and for the senior managers of the company or group companies. These schemes may include the award of shares or share options or remuneration linked to the value of shares, subject to the requirements established in the legislation in force at each given moment.
In addition, administrators who have been assigned executive functions in the company shall be entitled, in the event of their dismissal not due to a breach of duty, shall be entitled to an indemnity set by the Company."
The remuneration reserved for directors is aimed at recognising the Board Members' commitment and sense of responsibility towards the Company and is based on criteria that take into consideration the levels of responsibility and dedication inherent in the offices that they hold.
In this respect, directors classed as executive directors receive remuneration insofar as they show particular dedication to the performance of their duties within the Company.
It should be noted that as a result of the economic performance of the Group, the Chief Executive Officer has received an extra remuneration that has allowed, among other things, to pay off part of the financing agreement signed with the Company.
At the same time, the Director Fermín Río Sanz de Acedo, in the measure in which he performs executive functions related to the development of corporate operations, has received an extraordinary amount during the year as a result of winding up various corporate operations.
In view of their particular dedication to the Company, remuneration has also been paid to the Chairman of the Audit and Compliance Committee and to the Chairman of the Nomination and Compensation Committee.
The Company pays its directors no remuneration or benefits of other kinds (neither per diem expenses for attendance of meetings, nor share-based remuneration, nor savings or retirement plans, nor advances or loans, guarantees, etc.), except for the loan granted for the Chief Executive Officer to purchase shares in the Company and the use of company cars by three directors.
The directors receive said remuneration directly from the parent company except in the case of the Chief Executive Officer, who also receives remuneration from other Group companies.
Information on preparatory work and the decision-taking process followed to determine the remunerations policy and the role-played, if any, by the Remunerations Committee and other supervisory bodies in the design of the remunerations policy. This information will include, where necessary, the mandate and composition of the Remunerations Committee and the identity of any external advisors used to define the emoluments policy. Likewise, the nature of the directors taking part, if appropriate, in the definition of the remunerations policy will be indicated.
Explain the process for determining the remunerations policyThe Appointments and Remuneration Committee, as specified in the Board of Directors Regulation and the duties under in Section 3 of the Appointments and Remuneration Committee Regulation, is the organ in which there are placed the primary faculties regarding the proposition of the adoption of decisions related to the Directors' remuneration.
This Committee is made up of the following three (3) Directors:
Mr. Ángel Ochoa Crespo (Chairman Independent External Director) Mr. Carlos Solchaga Catalán (External Independent Director)
Mr. Francisco José Riberas Mera (Nominee Institutional Director)
Members of Appointments and Remuneration Committee have to be non-executive directors, and two of them will be independent.
Without prejudice to other tasks may be assigned by the Board to the Nomination and Compensation Committee, its basic responsibilities are the following:
Propose to the Board of Directors the remuneration policies for directors and senior executive and review them periodically, proposing, if necessary, its amendment and updating to the Board of Directors.
Report and review the criteria to be followed regarding the composition of the Board of Directors and the selection of candidates, and in particular, the required skills, knowledge and experience as well as the evaluation of the time and devotion required in order to perform correctly their duties.
Ensure that when there are new vacancies or the appointment of new directors, there are no bias within the selection procedures, and particularly, ones that might obstruct the selection of a female director.
Set up a goal of representation for the under-represented sex on the Board of Directors and develop guidance on how to achieve that objective.
Submit to the Board of Directors suggestions for the appointment of independent directors to be appointed by co- optation or for their submission to the decision of the General Meeting of Shareholders; suggest for re-election or removal of such directors by the General Meeting of Shareholders; and inform about the separation proposals of such directors made by the Board of Directors.
Report the suggestions for the appointment of the remaining directors to be appointed by co-optation or for their submission to the decision of the General Meeting of Shareholders, as well as suggestions for re-election or removal of such directors made by the General Meeting of Shareholders.
Report or draw up proposals for the appointment of internal positions of the Board of Directors, as well as members who should form part of each committee.
Examine and organize the succession of the Board of Directors Chairman and the Chief Executive of the Company and in this case, where appropriate, make suggestions to the Board of Directors so that such succession occurs in an ordered and planned way in accordance with succession plan approved by the Board of Directors.
Suggest to the Board of Directors the system and the amount of annual remuneration of directors, as well as the individual remuneration of executive directors and other basic terms of their contracts, including any eventual allowance or compensations that may be established in case of separation, in accordance with the directors remuneration policy that has been approved by the General Meeting of Shareholders.
Monitor the candidates' selection process for senior executives of the Company and report the proposals made by the Chief Executive Officer of the Company concerning the appointment or removal of senior managers.
Report and submit to the Board of Directors proposals made by the Chief Executive Officer of the Company related to the structure of remuneration of senior managers and the basic terms of their contracts.
Ensure that remuneration programs of the Company are compliance, and inform about the documents to be approved by the Board of Directors for its general dissemination with regard to information of remuneration, including the Annual Report on Remuneration paid to the Directors and sections corresponding to the annual Corporate Governance Report of the Company.
Indicate the amount and nature of the fixed components, broken down where necessary, of the remuneration for the performance of senior management functions of the executive directors, the additional remuneration as chairman or member of any board committee, fees for participation in board and committee meetings and other fixed payments in their capacity as directors, and an estimate of the fixed annual remuneration they give rise to. Identify other benefits that are not paid in cash and the basic criteria for their payment.
Explain the fixed remuneration componentsThe fixed component (the only remuneration item for directors apart from the one referred to the Chief Executive Officer) is related to the performance of executive duties or the directors' special dedication to the Company.
The Chairman, the CEO, Mr. Fermín del Río Sanz de Acedo and the chairmen of the Audit Committee and the Nomination and Compensation Committee are the only directors that receive emoluments in CIE Automotive.
Explain the amount, nature and main characteristics of the variable components of the remuneration systems.
Identify each of the remuneration plans of which directors are beneficiaries, their scope, date of approval, implementation date, validity period and its main features. For stock option plans and other financial instruments, the general features of the plan will include information on the exercise conditions of such options or financial instruments for each plan.
Indicate any remuneration from profit sharing or bonuses and why they were granted.
Explain the basic parameters and reasons for any annual bonus system.
The classes of directors (executive directors, external nominee directors, external independent directors or other external directors) who are beneficiaries of remuneration systems or plans that incorporate variable remuneration.
The basis of such variable remuneration systems or plans, performance evaluation criteria chosen, as well as the evaluation components and methods to determine whether or not the valuation criteria have been met, and an estimate of the total amount of variable remuneration generated under the current remuneration plan, based on the degree of compliance with targets or benchmarks.
Where appropriate, information should be provided concerning the deferral or deferment periods established and/or holding periods for shares or other financial instruments, if any.
The Committee met three times during the year ended 31 December 2015.
The Nomination and Compensation Committee has not received assistance from external advisors in the fulfilment of its functions.
In particular:
CIE Automotive's directors do not receive emoluments of this kind, unless the Chief Executive Officer, who has a variable component in this annual remuneration linked to the compliance of certain business parameters.
The Board of Directors Chairman is the beneficiary of an extra remuneration, to be accrued in 2016 and 2017 because of the compliance with corporate earnings, without being classified as variable remuneration. The executive director Mr. Fermín Sanz Río de Acedo will receive extra remuneration it is obtained a satisfactory closing regarding corporate operations by the Group, as long as these operations are materialized.
Finally, note that under the agreement achieve by the General Meeting of Shareholders celebrated on 30 April 2014, the Chief Executive Officer is the beneficiary of a payment linked to the performance of the Company's' shares. In any case, this remuneration shall be effective during the first quarter of 2018 and must be agreed, case by case, by the Appointments and Remuneration Committee.
CIE Automotive SA issued this content on 24 February 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 24 February 2016 17:29:14 UTC
Original Document: http://www.cieautomotive.com/inversores/files/IRC_A-20014452_2015_EN.pdf
