Resolution of 21 May 2013 appointing members of the Commission of Experts on Corporate Governance

OFFICIAL STATE BULLETIN No. 123 Thursday 23 May 2013 Sec. II.A. Page 38869 II. AUTHORITIES AND PERSONNEL A. Appointments, situations and incidents MINISTRY OF ECONOMY AND COMPETITIVENESS 5403 Resolution of 21 May 2013, of the Secretary of State for the Economy and Business Support, appointing the members of the Commission of Experts on Corporate Governance.

By Agreement of the Council of Ministers of 10 May 2013, a Commission of Experts on Corporate Governance is created, which must submit to the Government a study within a maximum period of four months analyzing the current framework of Good Corporate Governance in Spain and proposing any measures that would allow it to be improved, particularly valuing the strengthening of the role of Shareholders' Meetings in controlling the remuneration policies of the management bodies and senior management of the company, as well as the possibility of drafting a Code of Good Practices for non-listed companies.

The results of the aforementioned study will guide regulatory reforms and the implementation of the rest of the initiatives, including the revision and, where appropriate, drafting of new governance or good practice codes, as necessary, to guarantee compliance with the aforementioned objectives.

Likewise, the National Securities Market Commission, empowered to update the recommendations of the Unified Code of Good Governance pursuant to Article 5.7 of Order ECC/461/2013 of 13 March, will be supported and advised by the Commission of Experts in the review process.

Paragraph two of the Agreement of the Council of Ministers of 10 May 2013 provides that the Commission of Experts shall have the following composition: a) The President of the National Securities Market Commission, who shall hold its presidency, and the Vice-President of said institution. b) Two representatives of the Ministry of Economy and Competitiveness appointed by the Secretary of State for the Economy and Business Support. c) Two representatives of the Ministry of Justice appointed by the Secretary of State for the Economy and Business Support upon proposal of the Ministry of Justice. d) Six representatives of the private sector, who shall be appointed by the Secretary of State for the Economy and Business Support, two upon proposal of the Ministry of Justice and two upon proposal of the National Securities Market Commission.

In cases of absence or illness, and generally when there is any justified cause, the representatives of the Ministries of Economy and Competitiveness and Justice and of the National Securities Market Commission shall be replaced by their substitutes, who shall be appointed by the Secretary of State for the Economy and Business Support, upon proposal of the aforementioned Ministries and Commission.

In accordance with the foregoing, I resolve to appoint the titular members of the Commission of Experts on Corporate Governance as follows:

1. On behalf of the Ministry of Economy and Competitiveness: Mr. Miguel Temboury Redondo, Undersecretary of Economy and Competitiveness. Mr. Íñigo Fernández de Mesa Vargas, Secretary General of the Treasury and Financial Policy.

2. On behalf of the Ministry of Justice: Mr. Juan Bravo Rivera, Undersecretary of Justice. Ms. Marta Silva de Lapuerta, General Lawyer of the State-Director of the State Legal Service.

3. On behalf of the private sector, upon proposal of the Ministry of Economy and Competitiveness: Mr. Fernando Peñalva Acedo. Mr. Tomás Garicano Rojas.

4. On behalf of the private sector, upon proposal of the Ministry of Justice: Mr. Cándido Paz-Ares Rodríguez. Mr. Fernando Vives Ruiz.

5. On behalf of the private sector, upon proposal of the National Securities Market Commission: Mr. Manuel Conthe Gutiérrez. Mr. Enrique Piñel López.

Madrid, 21 May 2013.–The Secretary of State for the Economy and Business Support, Fernando Jiménez Latorre. cve: BOE-A-2013-5403

OFFICIAL STATE BULLETIN No. 123 Thursday 23 May 2013 Sec. II.A. Page 38870 cve: BOE-A-2013-5403 http://www.boe.es OFFICIAL STATE BULLETIN D. L.: M-1/1958 - ISSN: 0212-033X