SOL MELIA ANNUAL REPORT 00 COMP

GOOD GOVERNANCE CODE
tThe following section describes how the company Statutes, regulations
for the Board of Directors and company activities comply with the
recommendations that appear in the Good Governance Code for public
companies published in February 1998 by the Special Commission for
the study of an Ethical Code for Company Board of Directors.
1 Function of the Board of Directors
“That the Board of Directors should explicitly assume as the nucleus of
their mission the general function of supervision; exercise without delegation
the responsibilities this implies; and establish a formal record of
the items reserved for their knowledge”.
Article 34 of the Statutes states that the Board of Directors is responsible
for the representation, direction and administration of the company
with respect to all of the activities undertaken within the objectives of
the company as limited by the Statutes, as well as those activities required
by Law and the Statutes, and without prejudice to those activities
specifically reserved for them at the General Shareholders’ Meeting. The
mentioned Article details the legal acts or business which are within the
competence of the Board of Directors.
2 Independent Directors.
“That the Board of Directors includes a reasonable number of independent
Directors that are persons of professional prestige unrelated to the
company management team nor significant shareholders”.
Article 31 of the Statutes specifies the requirements for Independent
Directors. The same Article states that, without prejudice to the stipulations
of Company Law, and to guarantee the independent criteria of
the Board and the defence of the best interests of the company and its
shareholders, at least one third (1/3) of the members of the Board of
Directors must be Independent Directors.
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