IBERSOL | Integrated Management Report 2022

CORPORATE GOVERNANCE REPORT The diversity and consolidated professional experience of the members of the Board of Directors and the members of the Statutory Audit Com- mittee are described respectively in the following points 19. and 33, and the structure and composition of the Board of Directors, with 5 members, 2 executive and 3 non-executive, of the Supervisory Board and of the Statutory Auditor is demonstrably appropriate to the size of the Com- pany, being the necessary and sufficient to ensure the minimization of risks to which the company is exposed inherent to its specific activity, as well as it also proves to be adequate to ensure the necessary efficiency in the exercise of the functions assigned to each of these members, be- ing that the non-executive members of the management body exercise all their necessary direct collaboration with the corporate objectives to which they are attached. For each electoral general meeting, the proposals for election of the members of the governing bodies must be accompanied by due grounds regarding the suitability of the profile, knowledge and curriculum to the function to be performed by each candidate, and the company does not have a nominations committee, as this does not deemed to be necessary given the structure and organic/functional dimension of the company. 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. 286