Annual Report 2012 - Ono

More documents

Recommendations

Info

Corporate Governance Report B.1.15. Whether the Board of Directors approves a detailed remuneration policy and specify the points included. The Board of Directors is informed by the Appointments and Remuneration Committee and approves, among others, the following aspects: - The remuneration framework for the Chairman of the Board of Directors and the Chief Executive Officer of the Company, and the distribution of the remuneration set by the General Shareholder Meeting of the Company among the members of the Board of Directors. - Proposes to the General Shareholder Meeting the total amount covering all concepts, of the remuneration to distribute among the directors in its ordinary annual meeting. - Approves or reviews the master contracts for senior managers of the Company and other group companies. - Maximum and minimum levels of gross annual compensation for the different segments of the group employees. - The remuneration of the senior management that is hired, ensuring that these are within the maximum and minimum levels of the segment in which they are included. - General group policy on variable remuneration for meeting targets, ensuring that there is an adequate proportion between fixed and variable remuneration. ONO in 2012 Who is ONO? What does ONO do? ONO’s Responsibility Financial analysis Corporate Governance Report The Figures Annexes Contact Information - Salary reviews of senior group managers that represent an extraordinary increase in compensation because of exceptional reasons. - Employee loyalty programmes. B.1.16. Submission of a report by the Board of Directors on remuneration policy for directors to an advisory vote of the General Shareholder Meeting, as a separate point of the order of the day. A report by the Board of Directors on remuneration policy for directors is not submitted to an advisory vote of the General Shareholder Meeting, as a separate point of the order of the day. However, the General Shareholder Meeting establishes the total sum for directors to receive each year, as described in point B.1.14. In addition, the General Shareholder Meeting is the body that decides on loyalty plans for the group employees. Print Report The Figures 136
Corporate Governance Report B.1.17. Members of the Board who are also members of the Board of Directors, management, or employees of companies that have significant stakes in the company and/or group entities. Company name Name or company name of director of significant shareholder Position John Hahn Providence Equity Partners Director General Peter Ezersky Quadrangle Capital Partners Co-Chairman and Director General Felipe Blanco General Electric Structured Finance, Inc. Executive Director Thomas Walker CCMP Capital Advisors, LLC Director General Soren Oberg Thomas H. Lee Partners, L.L.P. Director General Alejandro Valencia Multitel Director General B.1.18. Amendments to the Regulations for the Board in the year. There were no amendments to the Regulations for the Internal Functioning of the Board of Directors in the year. B.1.19. Procedures for appointing, re-electing, appraising and removing directors. Competent bodies and the processes and criteria to be followed for each procedure. ONO in 2012 Who is ONO? What does ONO do? ONO’s Responsibility Financial analysis Corporate Governance Report The Figures Annexes Contact Information The Shareholder Contract covers appointments to the Board of Directors and establishes that the Board of Directors will be composed of 13 directors, of which two will be executive, a Chairman and CEO, and another two will be independent directors. One of the independent shareholders will be proposed by shareholders before the date of the signing of the Shareholder Contract, and must be approved by the new shareholders. The second independent shareholder will be proposed by the new shareholders and must be approved by the former shareholders. For other directors, each stake representing 11.11% of share capital will have the right to propose a director. If the total number of directors cannot be reached, shareholders with stakes of less than 11.11% will have the right to appoint a director, in descending order. If the new shareholders hold together more than 50% of share capital, they will have the right to appoint 5 of the remaining 9 directors. The Board of Directors will name two Vice Chairmen, one proposed by shareholders existing before the date of signing of the Shareholder Contract, and another on the proposal of the new shareholders. The appointment of the CEO, on the proposal of the Chairman, must be based on the advice of a human resources, management recruitment, or similar company of high reputation in the market, with the experience to find the candidate who best fits the profile of the Company. Print Report The Figures 137
Page 1 and 2:
Annual Report 2012
Page 3 and 4:
ONO’s Annual Report 2012 ONO, fib
Page 5 and 6:
ONO in 2012 With fibre, we can prov
Page 7 and 8:
ONO in 2012 Key figures Operating O
Page 9 and 10:
ONO in 2012 Chairman’s statement
Page 11 and 12:
ONO in 2012 CEO’s statement ONO M
Page 13 and 14:
Who is ONO? Corporate profile ONO i
Page 15 and 16:
Who is ONO? Corporate profile All o
Page 17 and 18:
Who is ONO? The history of ONO This
Page 19 and 20:
Who is ONO? The shareholders The fo
Page 21 and 22:
Who is ONO? Organisational structur
Page 23 and 24:
Who is ONO? Management team José M
Page 25 and 26:
Who is ONO? Management team Rafael
Page 27 and 28:
What does ONO do? Fibre is a great
Page 29 and 30:
What does ONO do? Products and serv
Page 31 and 32:
Page 33 and 34:
Page 35 and 36:
Page 37 and 38:
Page 39 and 40:
What does ONO do? ONO’s network O
Page 41 and 42:
What does ONO do? ONO’s network H
Page 43 and 44:
What does ONO do? ONO’s network T
Page 45 and 46:
What does ONO do? ONO’s network A
Page 47 and 48:
What does ONO do? ONO’s network O
Page 49 and 50:
What does ONO do? ONO’s network |
Page 51 and 52:
Page 53 and 54:
Page 55 and 56:
Page 57 and 58:
What does ONO do? Investment In add
Page 59 and 60:
What does ONO do? Innovation La inn
Page 61 and 62:
We were voted Best Mobile Virtual N
Page 63 and 64:
ONO’s Responsibility Corporate Re
Page 65 and 66:
Page 67 and 68:
Page 69 and 70:
ONO’s Responsibility Commitment t
Page 71 and 72:
Page 73 and 74:
Page 75 and 76:
Page 77 and 78:
Page 79 and 80:
Page 81 and 82:
Page 83 and 84:
Page 85 and 86: ONO’s Responsibility Commitment t
Page 103 and 104: Financial analysis 30, 50, 100 or 2
Page 105 and 106: Financial analysis Products and Ser
Page 111 and 112: Financial analysis Financial inform
Page 117 and 118: Financial analysis Management and C
Page 119 and 120: Corporate Governance Report Fibre i
Page 121 and 122: Corporate Governance Report A3. Mem
Page 123 and 124: Corporate Governance Report A10. An
Page 125 and 126: Corporate Governance Report 6.2. An
Page 127 and 128: Corporate Governance Report 6.4.5.
Page 129 and 130: Corporate Governance Report B.1.3.
Page 135: Corporate Governance Report B.1.13.
Page 139 and 140: Corporate Governance Report 18.10.-
Page 141 and 142: Corporate Governance Report (viii)
Page 143 and 144: Corporate Governance Report The per
Page 145 and 146: Corporate Governance Report The Reg
Page 147 and 148: Corporate Governance Report In addi
Page 151 and 152: Corporate Governance Report Audit a
Page 153 and 154: Corporate Governance Report g) Prop
Page 155 and 156: Corporate Governance Report C. RELA
Page 157 and 158: Corporate Governance Report 18.14.-
Page 159 and 160: Corporate Governance Report E. GENE
Page 161 and 162: Corporate Governance Report E4. Mea
Page 163 and 164: Corporate Governance Report Junta G
Page 165 and 166: Corporate Governance Report - If th
Page 167 and 168: The Figures GRUPO CORPORATIVO ONO,
Page 169 and 170: A free translation of the 2012 cons
Page 171 and 172: The Figures Contents Page 26. Relat
Page 187 and 188:
The Figures GRUPO CORPORATIVO ONO,
Page 189 and 190:
Page 191 and 192:
Page 193 and 194:
Page 195 and 196:
Page 197 and 198:
Page 199 and 200:
Page 201 and 202:
Page 203 and 204:
Page 205 and 206:
Page 207 and 208:
Page 209 and 210:
Page 211 and 212:
Page 213 and 214:
Page 215 and 216:
Page 217 and 218:
Page 219 and 220:
Page 221 and 222:
Page 223 and 224:
Page 225 and 226:
Page 227 and 228:
Page 229 and 230:
Page 231 and 232:
Page 233 and 234:
Page 235 and 236:
Page 237 and 238:
Page 239 and 240:
Page 241 and 242:
Page 243 and 244:
Page 245 and 246:
Page 247 and 248:
Page 249 and 250:
Page 251 and 252:
Page 253 and 254:
Page 255 and 256:
Page 257 and 258:
Page 259 and 260:
Page 261 and 262:
Annexes Report scope Company: Grupo
Page 263 and 264:
Annexes Principles for the preparat
Page 265 and 266:
Annexes Index of GRI indicators 3.
Page 267 and 268:
Annexes Index of GRI indicators 4.9
Page 269 and 270:
Annexes Index of GRI indicators COR
Page 271 and 272:
Annexes Index of GRI indicators Bio
Page 273 and 274:
Annexes Index of GRI indicators Tra
Page 275 and 276:
Annexes Index of GRI indicators ADD
Page 277 and 278:
Annexes Index of GRI indicators SOC
Page 279 and 280:
Annexes Index of GRI indicators ADD
Page 281 and 282:
Contact Information ONO in 2012 Who
show all

Annual Report 2012 - Ono

Create successful ePaper yourself

Delete template?

Save as template?