Remunerations Policy envisaged for Future Financial Years
B.1 Remunerations Policy for Future Financial Years
The Board of Directors’ remunerations policy for future financial years coincides with the content of the remunerations policy of Abengoa’s Board of Directors for the ongoing financial year described in preceding section A, which, pursuant to the stipulations of Section 2.(a) of the Transitory Provision of Law 31/2014, of December 3, which amends the Corporate Law for the improvement of Corporate Governance, shall be applicable during the 2015, 2016 and 2017 financial years as long as this report, when submitted to the approval of the 2015 Ordinary Shareholders’ Meeting as a separate point on the agenda, is approved in consultative voting by the aforementioned General Meeting.
B.2 Decision-making process for Determining Future Remunerations Policy
The Board members’ remunerations policy for financial years beyond 2017 shall be submitted by the Company’s Board of Directors to the approval of the Ordinary Shareholders’ General Meeting to be held in 2018, following the proposal by the Appointments and Remunerations Committee, as a separate point on the agenda, for its application during the 2018, 2019 and 2020 financial years. The Board members’ proposed remunerations policy prepared by the Board of Directors shall be made available to Abengoa shareholders, together with the specific compulsory report from the Appointments and Remunerations Committee, by uploading them to the Company’s Webpage from the moment of the call to the aforementioned General Meeting.
The Committee is considered validly constituted if the majority of its members are present. Only non-executive board members may act as representatives.
Decisions taken shall be deemed valid if favourably voted by the majority of the committee members, present or represented. Situations of tie shall be resolved by Chairman’s vote.
The Company’s head of remunerations act as secretary in the Committee meetings.
B.3 Incentives Created to Reduce Risks
The Abengoa risks management has been paramount in driving the Company to the current leadership position held on the market. Its global risks management system, included in the common management systems, permits it to monitor and identify risks at all levels of the organization and to mitigate threats that may arise, without necessarily having to establish specific incentives in that regard in the remunerations policy of the board of directors.