SOL MELIA ANNUAL REPORT 00 COMP

GOOD GOVERNANCE CODE
that the relations between both bodies is based on principals of transparency,
in such a way that the Board is fully aware of the matters dealt
with and decisions made by the Commission”.
Article 39 of the Statutes foresees the possibility of the constitution of
such a commission, although it has not been deemed necessary to date
given that a full meeting of the Board has always been required.
8 Delegate Control Commissions
“That the Board of Directors creates within its ranks delegate control
commissions, made up exclusively of external Directors, to monitor
accounts information and control (Audits); selection of Directors and
senior management; remuneration policies and reviews; and the evaluation
of governance”.
On 23rd. February, 1999, the Board of Directors agreed to create, in line
with Article 14 of the Regulations of the Board, the following delegate
commissions:
1. Auditing and Compliance Commission, which includes amongst
its functions the proposal of Auditors, the review of annual
accounts and of compliance with legal requirements, correct application
of accountancy principles and the provision of financial
information adapted to those principles, as well as examining compliance
with the internal regulations governing compliance with
Stock Markets, the Regulations of the Board of Directors and the
governance rules of the company.
2. Appointments and Remuneration Commission, which includes
amongst its basic functions the formulation and revision of the criteria
that must be followed to form the Board of Directors and the
selection of candidates, the proposal to the Board of appointments
of Directors and of members that should form part of
Commissions, the periodic review of remuneration policies, the
supervision of the transparency of remuneration and information
on transactions that may imply conflicts of interests and, in general,
for the items included in Chapter VIBII of the Regulations of
the Board of Directors regarding the Duties of Directors.
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