IBERSOL • 2023 Integrated Management Report

INTEGRATED MANAGEMENT REPORT 2023 Recommendation / Content Degree of compliance Governance Report IV.1.2. The management body approves, by means of regulations or through an equivalent mechanism, the performance regime for executive directors applicable to the exercise of executive functions by them in entities outside the group. adopted 27 IV.2.1. Notwithstanding the legal duties of the chair- man of the board of directors, if the latter is not independent, the independent directors - or, if there are not enough independent directors, the non-executive directors - shall appoint a co- ordinator among themselves to, in particular (i) act, whenever necessary, as interlocutor with the chairman of the board of directors and with the other directors, (ii) ensure that they have all the conditions and means required to carry out their duties, and (iii) coordinate their performance assessment by the administration body as pro- vided for in Recommendation VI.1.1.; alternatively, the company may establish another equivalent mechanism to ensure such coordination. not adopted v.d. explanation below at the end of this table IV.2.2. The number of non-executive members of the management body shall be adequate to the size of the company and the complexity of the risks inherent to its activity, but sufficient to ensure the efficient performance of the tasks entrusted to them, whereby the formulation of this ade- quacy judgement shall be included in the corpo- rate governance report. adopted 15, 17, 18 and 19, 28 and 29. IV.2.3. The number of non-executive directors is greater than the number of executive directors. adopted 17 and 18 IV.2.4. The number of non-executive directors that meet the independence requirements is plural and is not less than one third of the total number of non-executive directors. For the purposes of the present Recommendation, a person is deemed independent when not associated to any specif- ic interest group in the company, nor in any cir- cumstances liable to affect his/her impartiality of analysis or decision, in particular in virtue of: (...) partially adopted 17 and 18 v.d. explanation below at the end of this table 355