IBERSOL | Integrated Management Report - 2024

INTEGRATED MANAGEMENT REPORT 2024 Explanation for not adopted or partially adopted Recommendations Recommendation II.2 .5. (1) and (3) - The company does not have any specialised committees on corporate governance matters and the Re- muneration Committee has not been given any special powers in terms of corporate governance. The structure and composition of the Board of Directors, with 5 members, 2 executive and 3 non-executive, which carries out an annual assessment of their performance, the Audit Board and the Statutory Auditor, which carry out the respective supervision within the scope of the company, and the Remuneration Committee, which assesses the performance and approves the remuneration of the members of the Board of Directors and other corporate bodies, in ac- cordance with the company’s Remuneration Policy - is a structure that is demonstrably appropriate to the size of the company, and is nec- essary and sufficient to ensure that the risks to which the company is exposed and which are inherent to its activity are minimised, as well as being adequate to ensure the necessary efficiency in the performance of the duties entrusted to each of these members, with the non-executive members of the management body exercising all their necessary direct collaboration with the corporate objectives to which they are assigned. Having regard to the foregoing, it should be noted that, pursuant to the Internal Policy on the Selection and Assessment of the Suitability of Members of the Company’s Management and Supervisory Bodies, as approved at the General Meeting held on 26 May 2023, the responsibil- ity for assessing the suitability of candidates proposed for appointment to the Board of Directors and the Audit Committee to be elected at the General Meeting shall lie with the proposing shareholder(s). Alternative- ly, and upon request by such proposing shareholder(s), the Remunera- tion Committee shall be vested with the relevant powers in this regard, as specifically provided in Clause 4 of the aforementioned Policy, which states: ‘The responsibility for assessing the suitability of candidates pro- posed for appointment to the Board of Directors and the Audit Com- mittee to be elected at the General Meeting shall lie (…) or, upon request of the proposing shareholder(s), with the Remuneration Committee, in accordance with the powers set forth in Article 399 of the Companies Code.”. 323