SOL MELIA ANNUAL REPORT 00 COMP

GOOD GOVERNANCE CODE
According to the Statutes, articuloArticle 31.2, “The Board of Directors
should consist of a minimum of five and a maximum of twenty members
chosen by the General Shareholders’ Meeting”.
On 31st. December, 2000, the Board of Directors comprised 11 members.
5 The Chairman of the Board of Directors
“That, should the Board opt to combine the roles of Chairman and
chief Executive in one person, the Board should adopt all necessary
cautionary measures to reduce the risks of concentration of power in
one person”.
This recommendation has been carried out given that the Chairman of
the Board of Directors does not have and faculties delegated by the Board
of Directors. At the same time a number of additional measures are in
place to ensure compliance: appointment of two Vice Chairmen and a
Chief Executive Officer, creation of two delegate commissions, etc.
6 The Secretary of the Board of Directors
“That the figure of Secretary of the Board be given far greater relevance,
reinforcing their independence and stability and highlighting their
function to ensure the formal and material legality of the actions of the
Board”.
Article 33 of the Statutes, as well as the Regulations of the Board of
Directors, in its Article 12, highlight the figure of the Secretary of the
of the Board of Directors placing amongst his functions to support the
Chairman in his labours and to provide directors with the advice and
information they require as well as conserving all documentation and
maintaining minutes on the development of the sessions and agreements
reached. Directors are also formally committed to appointing a person
that is capable of performing the role appropriately as Secretary.
The current Secretary of the Board of Directors is an Independent Director.
7 The Executive Commission
“That the Executive Commission, wherever such exists, should reflect
the same balance as the Board between different types of Directors and
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