IBERSOL | Annual Report 2020

ANNUAL REPORT 2020 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 independ- ent person is one who is not associated with any specific group of interest of the company, nor under any circumstance likely to affect his/her impartiality of analysis or decision, namely due to: i)having carried out functions in any of the com- pany’s bodies for more than twelve 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 re- lationship, either directly or as a shareholder, di- rector, 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 de- gree of collateral affinity of company directors or of natural persons who are direct or indirect 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 paragraph (i) of recom- mendation III.4 does not inhibit the qualification of a new director as independent if, between the termination of his/her functions in any of the company’s bodies and the new appointment, a period of 3 years has elapsed (cooling-off pe- riod). Not applicable 17 and 18 273