and management bodies
6.3.3 EVALUATION OF THE PERFORMANCE OF THE BOARD OF DIRECTORS.
6.3.3.1 INTRODUCTION.
In accordance with Article 12.2 of the Board of Directors regulations, at least one meeting each year must be spent assessing the Board's operation and the quality of its work. In compliance with this requisite, the Board of Directors assessed its operation in 2005 at the ordinary meeting held in March 2006. The conclusions were as follows.
6.3.3.2 STRUCTURE AND OPERATION OF THE BOARD OF DIRECTORS.
The Board of Directors Regulations stipulates that the Board must meet ordinarily once a month and hold at least nine meeting each year. In December 2004, the Board of Directors approved the annual schedule of ordi- nary meetings.
In 2005, the Board of Directors met on 12 occasions, one of which was in addition to those envisaged by the annual schedule of ordinary meetings. These meetings usually last one and a half hours.
50
annual report 2005
06
Chairman Juan Carlos Ureta Domingo
Members José Luis Damborenea Ortiz de Zárate
Ramiro Mato García-Ansorena
Secretary Luis María Cazorla Prieto
COMPOSITION OF THE AUDIT COMMITTEE
Chairman Joan Hortalá i Arau
Members Angel Torre González
Carlos Vela García-Noreña
Secretary Luis María Cazorla Prieto
COMPOSITION OF THE REMUNERATION COMMITTEE
annual report 2005
06
51
6.3.3.2.1 NOTICE.
For the smooth running of Board Meetings and to ensure Directors have all the necessary information, there is a pre- established agenda for the meetings, at all times announ- ced at least six days prior to the scheduled date of the mee- ting along with the notice.
In addition, all Directors received the documentation relating to the agendas of the meeting, sent along with the call for the meeting or delivered at the meeting itself when so requi- red. In particular, Directors received detailed information allowing them to monitor at least a monthly performance of the markets and systems comprising BME, as well as any other matters pertaining to the Company's finances. The notice for the meetings and adjoining documentation were sent by e-mail on all occasions in accordance with the provisions of the Articles of Association, and the result was fully satisfactory.
6.3.3.2.2 ATTENDANCE.
Attendance by Directors at Board Meetings in 2005 was high. Directors unable to attend delegated their votes to other Board members in almost all cases.
6.3.3.2.3 DISCUSSIONS AND RESOLUTIONS.
The Board of Directors meetings have been characterised by the variety of opinions expressed freely and the ability of Directors to reach common ground on major issues. The resolutions have been passed unanimously by atten- ding directors, present or represented at the meeting, while the minutes reflect the opinions that, while not opposing the resolution, are deemed significant to better reflect the posi- tion of each member of the Board.
The Chairman of the Board has strived to make the opera- tion of the Board more efficient, to encourage the participa- tion of directors in the discussions and resolutions, increase their involvement and to take their stand freely, and their contribution to the decisions adopted freely. Because of the unanimity of the decisions, the Chairman has not had to cast the deciding vote.
The Secretary of the Board, who is also the secretary of the Board committees, personally attended all the Board and Board committee meetings held in 2005, calling them to order and co-ordinating them in line with instructions from the Chairman. He has drafted the minutes of the meetings to give a true reflection of the discussions and resolutions in each case, proposing these for approval at the subsequent Board or Board committee meeting so they may be read
and discussed more easily. On several occasions during the course of the year, some Directors requested additional information regarding matters for which the Board of Directors is responsible. The Secretary handled these requests.
6.3.3.3 COORDINATION OF BOARD COMMITTEES.
The work of the Board of Directors related to issues delega- ted to its three committees was preceded by meetings of the Executive Committee, the Audit Committee and the Remuneration Committee.
These committees helped in the preparation and proposal of resolutions on matters for which they are responsible and reinforce guarantees of objectivity and control in the opera- tion of the Board of Directors, which not only supervised their operation, but also exercised its full power on behalf of all shareholders.
The relations between these bodies was based on the prin- ciple of transparency, as a result of which the Board of Directors had full knowledge of the resolutions passed by the Executive Committee and studied and resolved propo- sals received from the Audit and Remuneration Committees. The notice of the Board committee meetings followed the same procedure as that of the Board meeting, pursuant to the provisions of the Board of Directors Regulations. The issues discussed at these committee meetings led to the corresponding proposals, which have been presented and explained to the Board of Directors by the respective com- mittee chairmen.
6.3.3.4 CONCLUSION.
Examination of the 44 meetings of the Board of Directors and its committees underscores the efforts made in 2005 and the interest of their members in carrying out fully and efficiently their duties in defence of the Company's interests.
The Executive Committee has expedited and facilitated the work of the Board of Directors, which was also supported well by the work of the Audit and Remuneration committees. In all, the performance of the Board of Directors and its com- mittees during 2005 has been extremely positive and the objectives set have been met