Title three. Regarding positions on the board of directors
Article 17.- The Chairman
The Board shall elect a Chairman from among its members, who, in addition to the functions that may correspond in accordance with the legislation in force, the Company Bylaws and these Rules, shall perform the tasks corresponding to his or her condition as the Company’s maximum executive manager, within the guidelines laid down by the General Shareholders´ Meeting, the Board of Directors and the Executive Committee.
The Chairman shall enjoy the broadest powers for performing his or her tasks and, except due to legal prohibition, may delegate such powers, totally or partially, to other Board Members and the Company’s management staff and, in general, whoever he or she deems expedient or necessary.
Article 18.- The Vice-Chairmen
Likewise, the Board may elect from among its members one or two Vice-Chairmen who shall substitute 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 Vice-Chairmen’s appointment, in the absence of such order, by order of seniority and, lastly, by order of greater to lesser age.
Article 19.- The Chief Executive Officer
The Board may appoint a Chief Executive Officer, delegating him the powers deemed expedient except those which, by law or Company Bylaws, cannot be delegated.
Article 20.- The Secretary
Following the issuance of a report by the Appointment and Remuneration Committee, the Board of Directors shall appoint a Secretary, who may be a non-member, and who must be a practising lawyer. Apart from the functions laid down by the legislation in force, the Company Bylaws and these Rules, the Secretary to the Board of Directors is responsible for: ensuring that actions arising from the company bodies it forms part of comply with the requirements of the law, issuing warnings in this respect and registering them in the Minutes; and ensuring that the Board of Directors bears in mind in its actions the recommendations on good corporate governance of the unified Code in force.