1. ICGN International Corporate Governance Network Pérez Rodríguez, Mónica Rodero Manso, Inés Suárez Fernández, Olaya 2nd course – Business Administration

2. The ICGN Non-executive Director Remuneration Guidelines and Policies  They include key policy and design features  Their objective is to help communicate investors´ perspectives.  Addressed to companies and their non-executive board members  The ICGN considers that compensation plans can provide supplemental means of obtaining long-term equity holdings.  They are supported by the belief that they attract and retain highly qualified candidates and align directors' interests

3. Expensing of Stock Options and Share-based Remuneration  Expensing of stock options is a method of accounting for the value of share options, distributed as incentives to employees.  Share-Based Remuneration is a transaction in which the entity receives or acquires goods or services either as consideration for its equity instruments or by incurring liabilities for amounts based on the price of the entity's shares or other equity instruments of the entity. accounting requirements : how the transaction will be settled

4. Methodology for determining payments and guidance in relation to remuneration  For determining payments is recommended: Valuation based on comparable instruments or valuation models, expensing over relevant vesting periods and recognition of any subsequent repricing of the instruments.  Guidance: Transparency: investors should be able to clearly understand the NEDs remuneration programme and see total remuneration for NEDs. Accountability: the Remuneration Committee should annually review total remuneration. Alignment of interests between NEDs and shareholders: Companies should have the flexibility to set and adjust the ratio of equity and cash based remuneration as appropriate.

5. THANK YOU FOR YOUR ATTENTION !!