IBERSOL • 2023 Integrated Management Report

CORPORATE GOVERNANCE REPORT nor does he have any other type of commercial re-lationship (significant or non-significant), whether service provision or otherwise, and he does not receive any type of remuneration other than that earned annually as a non-executive di-rector of Ibersol, SGPS, SA. He is not associated with any specific interest groups, either of the company or of its refer- ence shareholders, and does not objectively have any relevant in-terests that could conflict or interfere with the free exercise of his corporate mandate. He also does not carry out any activities or business with the company, within the meaning of articles 397 and 398 of the Commer- cial Companies Code (CSC) and fulfils the other independ-ence require- ments of article 414, no. 5 of the same CSC. Therefore, namely consider- ing what is set out in the European Commission Recommendation of 15 February 2005, which deter-mines (see point 13.), regarding the require- ment of independence, that a director should be considered independ- ent if he or she has no business, family or other relationship with the company, the controlling shareholder or the management bodies of any of them, which could give rise to a conflict of interest likely to impair his or her judgement - the material require-ments of independence in rela- tion to the non-executive member, Prof. Juan Carlos Vazquez-Dodero de Bonifaz, are fully met. Recommendation VI.2.8. - Notwithstanding the fact that the Remu- neration Policy for Members of the Governing Bodies approved at the General Meeting of 26 May 2022 already provides for the possibility of a variable component in the remuneration of executive directors, the policy previously pursued has been continued consistently - and has proved adequate to ensure high levels of performance by the members concerned, as well as to promote the sustained growth of the Company - in accordance with which the executive members of the Board of Di- rectors are remunerated by the shareholder company ATPS-SGPS, SA, which has signed a contract to provide services with the group’s subsidi- ary, Ibersol Restauração, SA (see points 69, 70 and 77 above and Annex 1 to this Report), and consequently these members did not receive any other remuneration components, of any kind, in 2023. 366