Download Complete PDF - Informe Anual 2012
Download Complete PDF - Informe Anual 2012
Download Complete PDF - Informe Anual 2012
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See sections: B.1.2, B.1.27 and B.2.3<br />
Complies<br />
16. The chairman, as the person responsible for the efficient conduct of the Board, ensures that directors receive sufficient information in advance;<br />
promotes discussion and the active participation of directors during Board meetings, ensuring their freedom to make judgements and express<br />
opinions; and organises and coordinates with the chairmen of the relevant committees to periodically evaluate the Board as well as the Managing<br />
Director or the Chief Executive, as applicable.<br />
See section: B.1.42<br />
Complies<br />
17. When the chairman of the Board is also the chief Executive Director of the company, an independent director shall be authorised to call meetings of<br />
the Board or to include new items on the agenda; to coordinate and represent the concerns of the external directors; and to organise the Board’s<br />
evaluation of the chairman.<br />
See section: B.1.21<br />
Not applicable<br />
18. The secretary of the Board takes pains to ensure that the actions of the Board:<br />
a) Comply with the conditions and the spirit of the laws and regulations, including those approved by regulatory entities;<br />
b) Comply with the company’s bylaws and with the regulations of the Shareholders’ Meeting, the Board of Directors and any other company<br />
regulations;<br />
c) Take into account the recommendations on good governance contained in this Unified Code that the company has accepted.<br />
And in order to safeguard the independence, impartiality and professionalism of the secretary, their appointment and removal is notified by<br />
the Appointments Committee and approved by a plenary session of the Board; and this appointment and removal procedure is part of the<br />
Regulations of the Board of Directors.<br />
See section: B.1.34<br />
Complies<br />
19. The Board is to meet as frequently as required to efficiently perform its functions, following the program of dates and matters established at the start<br />
of the year, and each director may propose other items not initially provided on the agenda.<br />
See section: B.1.29<br />
Complies<br />
20. Directors should be absent only when it is essential and the number of absences should be included in the Annual Corporate Governance Report. And<br />
in the event that representation is unavoidable, is it granted with instructions.<br />
See sections: B.1.28 and B.1.30<br />
Partially complies<br />
Although Article 22 of the Board Regulations states that directors shall personally attend Board meetings, and when they are unable to do so in exceptional<br />
circumstances shall attempt to grant a proxy in favour of another member of the Board, including the relevant instructions in so far as possible, such instructions<br />
are not always in writing any may also be issued verbally.<br />
21. When directors or the secretary raise concerns about a proposal or, in the case of directors, about the performance of the company, and such concerns<br />
are not resolved by the Board, these concerns are recorded in the minutes at the request of the director raising them.<br />
Complies<br />
22. Once a year, a plenary session of the Board should assess:<br />
a) The quality and efficiency of the Board;<br />
b) The performance of the chairman of the Board and the Chief Executive of the company based on the report provided by the Appointments<br />
Committee;<br />
c) The performance of its committees based on the reports provided by them.<br />
See section: B.1.19<br />
Complies<br />
23. That all directors can exercise their right to obtain any additional information they consider necessary on matters for which the Board is responsible.<br />
And, unless otherwise stated by the bylaws or the regulations of the Board, they address their requirements to the chairman or the secretary of the<br />
Board.<br />
See section: B.1.42<br />
Complies<br />
24. That all directors have the right to obtain from the company the advice they need to carry out their duties. The company facilitates the appropriate<br />
channels for exercising this right, which in special circumstances may involve external advice at the expense of the company.<br />
See section: B.1.41<br />
Complies<br />
ANNUAL CORPORATE GOVERNANCE REPORT 51