Article 18.- The Chairman and the coordinating Director
1. Subject to a report by the Appointments and Remuneration Committee, the Board of Directors will appoint a Chairman from among its members and, where appropriate, one or several Deputy Chairmen.
2. The Chairman is the ultimate person in charge of the efficient functioning of the Board of Directors and it will have, among others, the following functions and powers:
a) To convene and chair Board meetings, establishing the meeting agenda and leading debates and deliberations.
b) Unless stated otherwise in the Bylaws, to chair the General Shareholders' Meeting.
c) To ensure that Directors receive sufficient information in advance to deliberate on the points on the agenda.
d) To stimulate debate and the active participation of Directors during the meetings, safeguarding their free posture, ensuring that sufficient time is devoted to discuss strategic matters.
e) To organise and coordinate the frequent assessment of the Board, and of the Company's CEO, if the Chairman does not hold such position.
f) To ensure that refresher programmes exist which enable Directors to bring themselves up to date with their knowledge when the circumstances so advise.
g) To prepare and submit to the Board of Directors a programme of dates and matters to be dealt with.
3. The position of Chairman of the Board of Directors may fall to an Executive Director. In this case, the appointment of the Chairman will require the favourable vote of two thirds of Board members.
4. In the event the Chairman is an Executive Director, the Board of Directors, with the abstention of the Executive Directors, must appoint a coordinating Director from among the Independent Directors, who will have the following powers and responsibilities:
a) To chair the Board in the absence of the Chairman and Deputy Chairmen.
b) To request that a Board meeting be called or that new points be included on the agenda of an already convened Board meeting.
c) To coordinate and assemble Non-Executive Directors and to reiterate their concerns, in particular, in relation with the Company's corporate governance.
d) To manage, where appropriate, the periodic assessment of the Chairman of the Board of Directors.
e) To coordinate the Chairman's succession plan.
Article 19.- The Deputy Chairmen
The Board may also elect from among its Board Members one or two Deputy Chairmen who shall act as the Chairman in cases of delegation, absence or illness and, in general, perform all the tasks that may be entrusted to them by the Chairman, the Executive Committee and the Board of Directors.
Substitution of the Chairman shall take place by chronological order of the Deputy Chairmen's appointment and, in the absence of such order, by order of seniority and, lastly, by order of greater to lesser age.
Article 20.- The Chief Executive Officer
The Board may appoint one or various Chief Executive Officers, delegating him/her the powers deemed expedient except those which, by law or under the Company's Bylaws, cannot be delegated.
When a Board member is appointed CEO or is attributed executive functions by another means, it will be necessary for him/her to enter into a contract with the Company which must be previously approved by the Board of Directors with the favourable vote of two thirds of its members. The Director in question must abstain from deliberation and from participating in the voting. The contract approved must be included as an appendix to the minutes of the meeting.
Article 21. - The Secretary
1. Subject to a report by the Appointments and Remuneration Committee, the Board of Directors will appoint a Secretary and, where appropriate, one or several Deputy Secretaries. The same procedure will be followed to agree the separation of the Secretary and, where appropriate, of each Deputy Secretary. The Secretary and the Deputy Secretaries may or may not be Directors.
2. Aside from the functions assigned by law and under the Company's Bylaws or these Rules, the Secretary must perform the following tasks:
a) Conserve the documentation of the Board of Directors, make a record in the Minutes books of the holding of the meetings and attest to their content and to the resolutions adopted.
b) Ensure the Board of Directors' procedures comply with the applicable regulations, the Company's Bylaws and other internal rules, and take into account the good governance recommendations generally accepted or considered by the Spanish listed companies.
c) Aid the Chairman in ensuring that the Directors receive the relevant information to exercise their functions sufficiently in advance in the adequate format.