Annual Report 2012 - Ono

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Corporate Governance Report 18.3.- Subject to the terms of the Ethical Code or the Rules of Conduct, in no case can the directors use any form of information to which their position gives them access for their own benefit or that of a third party. 18.4.- Directors will not be able to use the name of the Company or any of the companies of Grupo ONO, or use their status as directors of the Company, to carry out transactions for themselves or for third parties, or to obtain a financial advantage for them or any related person. For the purposes of this article, related persons will be those included in item 5 of article 127 of the Law on Corporations or any norm that substitutes this law. 18.5.- No director can carry out, to their own benefit or that of a third party, investments or any transactions linked to the goods of the Company or any of the companies of Grupo ONO, of which they have become aware of due to their position, when the investment or the transaction has been offered to one or various of these companies or they are interested in it, unless the Company has decided against this investment or transaction without the influence of the director. … 18.8.- The directors must inform the Board of Directors of any situation of direct or indirect conflict of interest that they could have with the Company. In all events, they must abstain from voting on specific resolutions in which there is a conflict of interest, direct or indirectly, between the director or a related person and the Company. In these cases, the director in question will not be considered when counting voting majorities. When the conflict of interest with the Company is permanent and not temporary, the director will be obliged to present their immediate resignation. ONO in 2012 Who is ONO? What does ONO do? ONO’s Responsibility Financial analysis Corporate Governance Report The Figures Annexes Contact Information 18.9.- The directors are required to state, at the time of their election, any possible legal or statutory incompatibilities for the exercise of their role in which they may be involved. When the cause of this incompatibility is supervening, they will be obliged to inform the Company immediately and present their resignation. … 18.12.- The directors must disclose any stakes they have in the capital of a company with the same, similar or complementary activities as that of the corporate purpose of the company, and the positions they hold or their functions in the company, as well as the carrying out, individually or via a representative, of the same, similar or complementary type of activity as that of the corporate purpose. This information must be provided when requested by the Company, to be included in the annual report. Directors who are directors at a competing company and people who have any form of interests opposed to the interests of the Company will leave their position when requested to by any shareholder or director, with the agreement of the Shareholder Meeting. 18.13.- Directors must inform the Secretary of the Board of Directors if they or their spouses are involved in any of the incompatibilities established in community, national or regional legislation for employment with public administrations or incompatibilities for high office, with it being assumed that if no such disclosure is made, they are not incompatible. Print Report The Figures 156
Corporate Governance Report 18.14.- The directors will not be able to make use of the assets of the Company or group companies for their own benefit or that of a third party.” Currently, a binding Code of Ethics is being prepared for employees of the Company and Group. C7. Listing of more than one Group company in Spain. Neither the Company or any Group company are listed. D. RISK CONTROL SYSTEMS D1. General description of risk policy in the company and/or its group, detailing and evaluating the risks covered by the system, together with evidence that the system is appropriate for the profile of each type of risk. D2. Indicate if any of the different types of risk that affect the company have materialised in the year. D1-D2: See: Management and Control of risks section ONO in 2012 Who is ONO? What does ONO do? ONO’s Responsibility Financial analysis Corporate Governance Report The Figures Annexes Contact Information D3. Committee or other governing body in charge of establishing and supervising these control systems. The risk management process involves, in different cases, the Board of Directors, the Audit and Compliance Committee, the Executive Committee, the Risk Committee, the Personal Data Protection Committee and the Management of each area, responsible for identifying, monitoring and mitigating risks. Board of Directors The body with the highest responsibility for the identification of the main risks of the group. Audit and Compliance Committee The Audit and Compliance Committee assists the Board of Directors in its functions of monitoring the group, reviewing the internal control systems. The competences of this Committee are established in the Regulations for the Internal Functioning of the Board of Directors and in the Regulations for the Internal Functioning of the Committee itself. The Internal Auditor in the current organisational structure is directly linked to the Board of Directors, on which it depends functionally and which it reports to, and it must inform and advise the Audit and Compliance Committee. The Internal Auditor of the Company has the responsibility of advising all levels of management, the Audit and Compliance Committee and, when so required, the Board of Directors, about the quality of the operations of the group, and mainly its control systems. Print Report The Figures 157
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Contact Information ONO in 2012 Who
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