IBERSOL | Annual Report 2021

CORPORATE GOVERNANCE REPORT The Statutory Audit Committee is responsible for auditing the Company’s activity in accordance with law and Company’s By-laws. The diversity and consolidated professional experience of the Board of Director’s Members and of the Statutory Audit Committee Member’s are described respectively in the following points 19. and 33. 16. Statutory rules for procedural and material requirements applicable to appointment and replacement of members of the Board of Directors The rules on the procedural and material requirements applicable to the appointment and replacement of members of the Board of Directors are stated in articles 8, 9, 10 and 15 of the By-laws. The Board of Directors is composed of an even or uneven number of members, with a minimum of three and a maximum of nine, elected by the General Meeting. A number of substitutes equal to one-third of the number of effective directors may also be elected. For a number of Directors not exceeding one third of the body, a preliminary and isolated election will be carried out, among persons proposed in lists subscribed by a group of shareholders, provided that none of these groups has shares representing more than 20% and of less than 10% of the share capital. Each list must propose at least two candidates for each post to be filled and a shareholder cannot subscribe more than one list. If, in a isolated 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. The Board of Directors may, by resolution, increase the share capital in accordance with the provisions of article 4 of the Company’s Bylaws, and the share capital may be increased up to one hundred million euro, one or more times, through this resolution in which will be determined the form, subscription conditions and categories of shares to be issued from among those provided for in the Company’s Bylaws or others permitted by law. The rules applicable to other amendments to the Company’s bylaws are set out in Articles 85.º, 383.º, n.º 2, and 386.º, n.º 3 and 4 of the Commercial Companies Code (CSC), being subject to deliberation by the General Shareholders’ Meeting. 242