SOL MELIA ANNUAL REPORT 00 COMP
SOL MELIA ANNUAL REPORT 00 COMP 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. S OL M ELIÁ A NNUAL R EPORT 2000 56
GOOD GOVERNANCE CODE The Board of Directors of the company on 31st. December, 2000 consisted of six non-Independent Directors and five Independent Directorsocho. 3 Composition of the Board of Directors. “That external Directors (representatives of majority shareholders and independents) should represent a large majority of the members of the Board of Directors with respect to company executives and that the proportion between representatives of majority shareholders and independents should be established bearing in mind the relation that exists between majority and minority shareholders”. The Sol Meliá, S.A. Board of Directors at 31st. December, 2000 comprised: Executive Chairman Gabriel Escarrer Juliá Non-Independent Director Non-Executive Vice Chairman Juan Vives Cerdá Non-Independent Director (Representative) Executive Vice Chairman Sebastián Escarrer Jaume Non-Independent Director Chief Executive Officer Gabriel Escarrer Jaume Oscar Ruiz del Río AILEMLOS S.L.* Hoteles Mallorquines Consolidados S.A. P.P. by: Mª Antonia Escarrer Jaume Eduardo Punset Casal Alfredo Pastor Bodmer José Joaquín Puig de la Bellacasa Urdampilleta Emilio Cuatrecasas Figueras José María Lafuente López Non-Independent Director Non-Independent Director (Representative) Non-Independent Director (Representative) Non-Independent Director (Representative) Independent Director Independent Director Independent Director Independent Director Secretary Independent Director * The company AILEMLOS S.L was designated as Director in January 2001, making the total number of current Directors 12. 4 Number of Directors “That the Board of Directors adjusts its size in order to achieve more efficient and participative operations. In principal, the appropriate size may oscillate between five and fifteen members”. S OL M ELIÁ A NNUAL R EPORT 2000 57
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GOOD GOVERNANCE CODE<br />
The Board of Directors of the company on 31st. December, 2<strong>00</strong>0 consisted<br />
of six non-Independent Directors and five Independent Directorsocho.<br />
3 Composition of the Board of Directors.<br />
“That external Directors (representatives of majority shareholders and<br />
independents) should represent a large majority of the members of the<br />
Board of Directors with respect to company executives and that the<br />
proportion between representatives of majority shareholders and independents<br />
should be established bearing in mind the relation that exists<br />
between majority and minority shareholders”.<br />
The Sol Meliá, S.A. Board of Directors at 31st. December, 2<strong>00</strong>0 comprised:<br />
Executive Chairman<br />
Gabriel Escarrer Juliá<br />
Non-Independent Director<br />
Non-Executive Vice Chairman<br />
Juan Vives Cerdá<br />
Non-Independent Director (Representative)<br />
Executive Vice Chairman<br />
Sebastián Escarrer Jaume<br />
Non-Independent Director<br />
Chief Executive Officer<br />
Gabriel Escarrer Jaume<br />
Oscar Ruiz del Río<br />
AILEMLOS S.L.*<br />
Hoteles Mallorquines Consolidados S.A.<br />
P.P. by: Mª Antonia Escarrer Jaume<br />
Eduardo Punset Casal<br />
Alfredo Pastor Bodmer<br />
José Joaquín Puig de la Bellacasa Urdampilleta<br />
Emilio Cuatrecasas Figueras<br />
José María Lafuente López<br />
Non-Independent Director<br />
Non-Independent Director (Representative)<br />
Non-Independent Director (Representative)<br />
Non-Independent Director (Representative)<br />
Independent Director<br />
Independent Director<br />
Independent Director<br />
Independent Director<br />
Secretary Independent Director<br />
* The company AILEMLOS S.L was designated as Director in January 2<strong>00</strong>1, making the total<br />
number of current Directors 12.<br />
4 Number of Directors<br />
“That the Board of Directors adjusts its size in order to achieve more<br />
efficient and participative operations. In principal, the appropriate size<br />
may oscillate between five and fifteen members”.<br />
S OL<br />
M ELIÁ<br />
A NNUAL R EPORT 2<strong>00</strong>0<br />
57