The remuneration structure for company directors complies with applicable law (essentially Article 130 of the Spanish Public Limited Companies Act - Ley de Sociedades Anónimas), with the Bylaws (Article 39) and with the Regulations of the Board of Directors, and encompasses the following items:

  • Remuneration payable for Non-executive Functions as Director

Board membership is remunerated pursuant to Article 39 of the Bylaws. Remuneration may consist of a fixed amount agreed upon at the General Shareholders’ Meeting, which may vary among Board members. Similarly, directors may receive an interest in the company’s earnings of between 5% and 10% of the annual profit for the year in question, once the dividend has been deducted. Directors are likewise compensated for any travel expenses incurred on account of duties assigned to the Board of Directors.

This remuneration is pegged to PAT (profit after tax), and memberships of Board committees and, where applicable, appointments as chairman are subject to separate remuneration.

  • Remuneration for Performance within the Company of Functions other than those Attached to the Post of Director

These include the remuneration of Board members for performance of those functions, whether as executive or other kinds of director, insofar as these are different to the duties of oversight and decision-making exercised jointly on the Board of Directors or on its committees.

This kind of remuneration may be paid in addition to any other benefits pursuant to the Bylaws and attendance allowances to which the directors may be entitled by reason of their membership of the Board.

Remuneration packages for performance of executive functions feature the following core elements:

    • Fixed remuneration

The amount must be in line with market comparables and reflect Abengoa’s goal of market leadership. When determining fixed remuneration, the company analyzes market studies commissioned from external consultants. Fixed remuneration comprises the following concepts:

1) Salary Rank: The pre-set monthly base salary pertaining to each job category or rank.

2) Additional Responsibility Bonus (ARB): A monthly bonus determined freely by the company’s management. Entitlement to this bonus corresponds, and is therefore pegged to, and conditional on performance of a specific function or responsibility.

    • Variable annual remuneration (bonus)

The variable annual remuneration (or bonus) of executive directors is essentially pegged to the attainment of targets, which are linked to Gross Cash Flow/EDITDA for certain directors, and to Profit After Tax (PAT) for others. Based on these criteria, at the start of the year the company estimates the minimum and maximum total variable remuneration that may be paid to executive directors for the year in question.

As a result, fixed remuneration comprises the total amounts stemming from the Salary Rank and Additional Responsibility Bonus payable monthly, whereas variable remuneration relates to the annual bonus and is paid once a year.