ACS
Actividades de Construcción y Servicios

Title two. Regarding Board members

Article 11.- Term of appointment for Board Members

Board Members shall hold their positions during the six-year term for which they were elected. They may be re-elected one or more times for terms of the same maximum duration.

Should a vacancy exist for any reason, the Board may provisionally fill it from among the shareholders until the next General Shareholders' Meeting, where a definitive appointment shall take place.

The appointment of the Board Members shall expire when the term has ended and the subsequent General Meeting has been held, or following the legal period within which the Meeting is to be held to resolve on whether to approve the financial statements for the previous year.

Notwithstanding the above, proprietary directors shall resign when the shareholder they represent fully disposes of his shares by any title.

Article 12.- Duties of Board Members

Board Members shall carry out their functions applying the diligence of a prudent businessman and of a loyal representative acting in defence of the company’s interests. Particularly, Board Members are obliged to:

• Attend meetings of the Board and of the Committees that form part of it, unless a due to a justified cause, in which case they shall endeavour to delegate their representation and vote to another Board Member.
• Study and adequately prepare the meetings of the Board, and participate on its discussions.
• Oppose the adoption of any agreements they deem to constitute a breach of law or of the Company Bylaws or which prejudice the company’s interests, registering their position in the Minutes.
• Maintain the Board’s discussions in secret, in addition to any information obtained in carrying out the functions of a Board Member and which are not public knowledge.

Article 13.- Conflicts of interest

Considering the duty of loyalty that corresponds to them, Board Members shall avoid conflicts of interests between themselves, or their most direct relatives, and the Company, in all cases notifying the Board of Directors of the existence of such conflict in the event that they could not be avoided, a written record of which shall be made in the Minutes of the first Board Meeting held. Furthermore, they must notify the Company, in the shortest possible term, and in all cases, within the five following days, of the shares, stock options or derivatives referring to the share value which may be held, directly or indirectly, either by the Board Members themselves and by their most direct relatives.

Board Members must notify the Company of the most significant changes that take place in their professional circumstances, and especially, those affecting the qualities taken into account for appointing them as such. Furthermore, they shall notify the Company of any legal or administrative proceedings which, on account of their importance, may seriously affect the Company’s reputation.

Board Members shall abstain from taking part in the discussions and from casting their vote on those matters where they have a private interest, which will be expressly registered in the Minutes.


Article 14.- Non-competition and use of information

Board members may not form part of more than five management bodies of companies other than those in the group of companies in which the company is the parent, without previous express authorization from the Board provided on a reasonable basis. For these purposes, companies in the same group shall be considered as a single company.

Board Members may not hold, neither directly nor indirectly, positions in companies or organisations in competition against the Company or against any company of its Group nor provide services of representation for them.

Board Members may not make any use for private purposes of the non-public information of which they have become aware in carrying out their functions as Board Member. Especially, Board Members, unless expressly authorized by the Board of Directors, may not take advantage, in their own benefit, of the commercial operations of which they have become aware in carrying out the said functions.

Except in cases of duly authorized allowance in kind, Board Members may not make use of the Company’s assets nor take advantage of their position to obtain advantages relating to assets without satisfying adequate consideration.


Article 15.- Information to Board Members

So as to better perform their tasks, Board Members may request, through the Chairman or through the Secretary to the Board of Directors, the information that he or she may deem necessary, which under special circumstances, may consist in external assistance at the company's expense.

Article 16.- Remuneration

Board Members shall be remunerated in accordance with the provisions of the legislation in force and with the Company Bylaws.

For this purpose, the Board of Directors, subject to a report from the Remuneration Committee, shall determine the definitive distribution of the overall amount that may correspond, in addition to the periods in which payment is made.

Remuneration received by the Board of Directors shall be registered in the Annual Report in accordance with the provisions of the legislation in force.