IBERSOL Annual Report 2018

ANNUAL REPORT 2018 III.4. Each company should include a number of non-executive directors that corresponds to no less than one third, but always plural, who satisfy the legal requirements of independence. For the purposes of this recommendation, an independent person is one who is not associ- ated with any specific group of interest of the company, nor under any circumstance likely to affect his/her impartiality of analysis or deci- sion, namely due to: i) having carried out functions in any of the company’s bodies for more than 9 years, either on a consecutive or non-consecutive basis; ii) having been a prior staff member of the com- pany or of a company which is considered to be in a controlling or group relationship with the company in the last three years; iii) having, in the last three years, provided ser- vices or established a significant business rela- tionship with the company or a company which is considered to be in a controlling or group relationship, either directly or as a shareholder, director, manager or officer of the legal person; iv)having been a beneficiary of remuneration paid by the company or by a company which is considered to be in a controlling or group rela- tionship other than the remuneration resulting from the exercise of a director’s duties; v) having lived in a non-marital partnership or having been the spouse, relative or any first de- gree next of kin up to and including the third degree of collateral affinity of company direc- tors or of natural persons who are direct or indi- rect holders of qualifying holdings, or vi) having been a qualified holder or representa- tive of a shareholder of qualifying holding. partially adopted 17 and 18 III.5. The provisions of (i) of recommendation III. 4. does not inhibit the qualification of a new di- rector as independent if, between the termina- tion of his/her functions in any of the company’s bodies and the new appointment, a period of 3 years has elapsed (cooling-off period) Not applicable 17 and 18 187