11.- Appointments and  Remuneration Committee

The Appointments and Remuneration Committee was created by Abengoa SA’s Board of Directors on 24 February 2003  pursuant to Article 28 of the Regulations of the Board of Directors, with the aim of incorporating the recommendations on the Appointments and Remunerations Committee in Law 44/2002 on the Reform of the Financial System. The Board of Directors also approved its internal regulations.

Composition

The current composition of the Committee is as follows:

The Secretary was appointed during the Appointments and Remunerations Committee meeting held on 28 January 2004 through a meeting by circular resolution; the Chairman was however appointed during the Appointments and Remunerations Committee meeting held on 23 July 2012.

The Appointments and Remunerations Committee is consequently comprised of one executive and four non-executive  board members, in compliance with the requirements set forth in the Law on the Reform of the Financial System.  Likewise, in accordance with the provisions of Article 2 of its Internal Regulations, the post of Committee Chairman is  compulsorily held by a non-executive board member.

Duties and roles

The following are the duties and competencies of the Appointments and Remuneration Committee:

1. Inform the Board of Directors about appointments, re-elections, dismissals and remuneration of the Board and its  posts, as well as about the general policy on remuneration and incentives for directors and senior management.
2. Inform the Board of Directors in advance on all proposals it may submit to the General Shareholders’ Meeting for the appointment or dismissal of board members, even in cases of co-optation by the Board of Directors itself; annually  checking to ensure compliance with the conditions that led to the appointment of a board member and the nature or type thereof. This information shall be included in the Annual Report. When filling new vacancies, the Appointments and Remuneration Committee will ensure that the selection procedure contains no implicit bias that may hinder the selection of female Board members and also that women who meet the required profile are included as potential candidates.
3. Prepare an annual report on the activities of the Appointments and Remuneration Committee, to be included in the management report.

Sessions and convening

To execute the duties listed above, the Appointments and Remuneration Committee shall meet as many times as  necessary and at least once every six months. It shall also meet on the behest of the Chairman. Lastly, a meeting shall be deemed valid if all its members are present and they decide to hold a session.

The Committee held two meetings during 2012; the most relevant among the issues dealt with on the agenda were the proposals of appointments and renewals of the Board of Directors, as well as the verification that the conditions that  were the basis for the appointment of the board members and the nature or type thereof continued to be upheld.

Quorum

The Committee is considered validly constituted if the majority of its members are present. Only non-executive board  members may act as representatives.

Decisions taken shall be deemed valid if favorably voted by the majority of the committee members, present or  represented. In the event of a tie the Chairman shall have the casting vote.

The company’s head of remuneration shall act as secretary in the Committee meetings.

Committee analysis and proposals

• Follow-up and progress of remuneration of the members of the Board of Directors and the company’s senior  management. 
• Remuneration proposals for members of the Board of Directors and the company’s senior management.
• Preparation of the relevant information to be included in the financial statements.
• Proposal to the Board of Directors for the cooptation appointment of board member Mr. Claudi Santiago Ponsa, following the resignation of Mr. Carlos Sebastián Gascón.
• Proposal to the Board of Directors for the re-election of Mrs. Alicia Velarde Valiente as a board member because  previous mandates had expired.
• Proposal to the Board of Directors for the approval of the annual report on the Remuneration of Board Members (Remuneration Annual Report).
• Report on the verification that the conditions that were the basis for the appointment of board members and their nature  and type continue to be upheld.
• Presentation of the report on the remuneration of the members of the Board of Directors and Senior Executives to the Board of Directors.
• Reports on comparative salaries and market research by independent experts.