IBERSOL Annual Report and Consolidated Accounts 2017

ANNUAL REPORT 2017 The Board of Directors is composed of an uneven or even number of members, with a mini- mum of three and a maximum of nine, elected by the General Meeting. A number of substi- tutes equal to one-third of the number of acting directors may also be elected. Up to one-third of the directors shall be elected from among persons proposed in lists subs- cribed by shareholder groups holding shares representing no more than 20% and no less than 10% of the share capital. Each list must propose at least two candidates for each post to be filled and a shareholder may not subscribe more than one list. If, in a given election, lists are presented by more than one group, the vote will decide on all the lists taken together. In the event of death, resignation or temporary or permanent disability of a director, the Board of Directors shall arrange for a replacement. Where a director elected under the rules set forth in the preceding paragraph is no longer and definitely available, a replacement shall be elected by the General Meeting. 17. Composition of the Board of Directors The Board of Directors is currently composed of three members, the executive members being the Chairman and Vice-Chairman. The Board of Directors shall choose its own chairman if this one has not been appointed by the General Meeting at the time the Board was elected. The Board of Directors may specifically appoint one or more directors to handle certain mat- ters. As of 31 December 2017 the Board of Directors was composed of the following members: Chairman – Dr. António Carlos Vaz Pinto de Sousa; Vice-Chairman – Dr. António Alberto Guerra Leal Teixeira; Member – Prof. Juan Carlos Vázquez-Dodero de Bonifaz; All the members were elected by the General Meeting on 26 May 2017 for a term that will be expired in the 31st December 2020, but these members will be in exercise untill new election of the Board by the General Meeting. The members of the Board of directors were first elected to their posts as follows: Dr. António Carlos Vaz Pinto de Sousa, 1991; Dr. António Alberto Guerra Leal Teixeira, 1997; and Prof. Juan Carlos Vázquez-Dodero de Bonifaz, 1999. Under article 27 of the Bylaws, directors are elected for a four years period. The Board of Directors may also delegate the day-to-day management of the Company to one or more directors or an executive committee, within the terms and limits established by law. The Board of Directors shall be responsible for the rules of the Executive Committee functio- ning and the way it shall exercise the powers assigned to. 143