In compliance with the provisions of Recommendation 6 of the Code of Good Governance, the ACC issues this report related to the related-party transaction for the financial year 2016.
Article 4 of the Board of Directors’ Regulations sets out that it is the responsibility of the Board of Directors, following a report from the Audit and Control Committee, to approve the transactions carried out by the company with directors, significant shareholders or shareholders represented on the Board, or with persons related to them, unless such transactions fulfil the following three conditions:
1) That they are carried out under contracts whose conditions are standardized and are applied massively to many clients.
2) That they are made at prices or tariffs generally established.
3) That their amount does not exceed 1% of the consolidated annual income of the group.
Likewise, Article 33 of the aforementioned Regulations sets out the following:
The Board of Directors formally reserves the right to have knowledge of any relevant transaction of the company with a significant shareholder.
In the case of ordinary transactions, the generic authorization of the line of operations and its conditions of execution will be sufficient.
Moreover, Article 34 of the mentioned Regulations provide that information regarding the transactions carried out by directors or persons acting on their behalf, with the company or a company of the same group, during the financial year to which the annual accounts relate, shall be included in the Annual Corporate Governance Report of the company, in any case, and in the Report of the Company when the transactions are outside the ordinary traffic of the company or are not carried out under standard market conditions.
In relation to the above, it is stated that during the financial year 2016, the Company and the companies belonging to its Group did not carry out any transaction with its Directors or its related persons (within the meaning of article 231 of the Spanish Capital Companies) which, in accordance with the legislation currently in force or with the provisions of the Board of Directors´ Regulations, would require the prior authorization by the Board of Directors.
Likewise, any material transactions considering its amount or which it may be deemed relevant considering its subject matter, carried out between the Company and the companies belonging to the same Group and the shareholders holding a legally significant stake in the Company or its related parties (within the meaning of article 231 of the Spanish Capital Companies Act) are detailed in the Annual Corporate Governance Report for the referred financial year 2016.
These transactions, all of them carried out with CaixaBank, S.A. and with Abertis Infraestructuras S.A. or with companies belonging to the groups headed by said entities, have been carried out under market terms and conditions.
Further information on transactions with related parties carried out during the financial year 2016 can be found in the Annual Accounts of the Company, as well as in the Annual Corporate Governance Report for the mentioned year 2016.