Nominating, Compensation and Corporate
Governance Committee
|
|
Directors in their capacity as such: It proposes to the Board of Directors the allotment of the maximum amount approved by the General
Shareholders Meeting among the various items. It reviews the remuneration of Directors on a regular basis to ensure that it is appropriate to the duties performed by them.
Executive Directors:
It proposes the fixed
remuneration for the Executive Directors to the Board of Directors considering, among other factors, their level of responsibility and leadership within the organisation, promoting the retention of key staff, attracting top talent and creating
sufficient economic independence to ensure a balance with the significance of other items included in the remuneration.
It reviews, on an annual basis, the terms and conditions for the variable remuneration, including
the structure and maximum levels of remuneration, the targets set and the weighting of each of them, taking into account the companys strategy, needs and business situation, and submits them for the approval of the Board of Directors.
It proposes to the Board of
Directors the contracts that regulate the functions and responsibilities of the Executive Directors.
It proposes the Annual Report on the Directors Remuneration, and the Remuneration Policy
where appropriate, to the Board of Directors
When carrying out these actions, the
Nominating, Compensation and Corporate Governance Committee takes into account the vote of the shareholders at the General Shareholders Meeting at which the annual compensation report for the previous year was submitted to an advisory
vote.
|
|
It proposes to the Board of Directors the objectives at the beginning of each measurement period.
It assesses achievement of the targets at the end of the measurement period. This
assessment is made on the basis of the results audited by the Companys external auditor, which are first analysed by the Audit and Control Committee, as well as the degree of achievement of the objectives. In this respect, for the purpose of
ensuring that there is an effective relation between the variable remuneration and the professional performance of the recipients thereof, any positive or negative economic impact caused by extraordinary events that could distort the findings of the
assessments are disregarded.
It proposes to the Board of Directors the variable
remuneration payable to the Executive Directors. Such proposal also considers the long-term earnings and any associated risk in the proposed variable remuneration.
It proposes to the Board of Directors the Annual Report on Directors Remuneration and, where appropriate, the Remuneration Policy.
|
|
It regularly reviews the Directors remuneration. This process includes an external competitive remuneration analysis and also takes
into account the Remuneration Policy for the executives and other employees in the organisation.
A reference market, selected based on a series of objective standards, is considered for conducting the external competitiveness analysis, according to the
terms set out below:
1.- A sufficient number of companies is selected to obtain results that are representative and
statistically reliable and sound.
2.- Data on size (turnover, assets, market capitalisation and number of employees) are considered
so that Telefónica is positioned at the median of the comparison group.
3.- Geographic distribution: Companies with their parent company located in Continental Europe and
in the United Kingdom are mainly included, as well as representative North American enterprises in the technology, media and entertainment sectors that are benchmarks for the Company.
4.- Geographic scope:
Companies are included that operate at an international level.
5.- Distribution by sector: It is a multi-sector sample, with homogeneous distribution among the
business sectors.
|