In 2008, the Sol Meliá Board of Directors implemented a self-appraisal process, through which the Board evaluates its own performance every year.

With regards to possible conflicts of interest that could emerge in the Board, article 28 of the Regulations of the Board establishes a control mechanism which obliges Directors to report to the company any direct or indirect situation or conflict that could harm the interests of the group. Article 15.2 of the Regulations states that it is the responsibility of the Appointments and Remuneration Committee to inform the Board of any such situation and propose the measures that should be taken to avoid any such conflict being repeated.

The variable bonuses of senior executives at Sol Meliá are linked to the organisation’s business performance. A part of the bonus directly depends on the results for EBITDA, Quality and Workplace Environment. Long-term remuneration is linked to different factors: the share price, company results and business area results. There is no link between the remuneration of the Board and the performance of the organisation, with the quantities they receive pertaining to attendance at Board and Committee Meetings.

Improvement opportunities

• In 2009, Sol Meliá is committed to including at least two Independent Directors to the Board of Directors, at least one of which will be a woman.
• In 2009, the composition of the Delegate Committees to the Board will be restructured to provide them with greater independence, and reinforcing the presence of Independent Directors.