SOL MELIA ANNUAL REPORT 00 COMP

GOOD GOVERNANCE CODE
The Commissions are made up of three Directors, including at least one
Independent Director.
9 Information to the Directors
“That all necessary measures are taken to ensure that Directors are provided
sufficiently in advance with the information they require, specifically
prepared to assist in the duties of the Board without prejudice,
except in exceptional circumstances, to the importance or reserved
nature of the information”.
The Regulations of the Board of Directors in its Article 19 foresees that
Board meetings are convened by letter, fax, telegram or e-mail authorised
by the signature of the Chairman or the Secretary on behalf of the
Chairman. They also foresee the possibility that extraordinary sessions
of the Board are convened by telephone whenever the Chairman may
feel that circumstances make this appropriate.
In compliance with Article 35.2. of the Statutes, this communication
must include the agenda for the session along with a summary of the
information required.
Under normal circumstances the information will be provided to
Directors fifteen days in advance.
10 Functions of the Board of Directors.
“That, to ensure the appropriate performance of the duties of the
Board, meetings should be held with the frequency required to allow
achievement of objectives; that the Chairman should encourage the
intervention and independence of mind of all Directors; that special
care should be taken with the taking of minutes and that an assessment
of the quality and efficiency of the work of the Board should be carried
out at least once per year”.
The Board of Directors, as stated in articuloArticle 35.1 of the Statutes
must meet at least five times per year and whenever the interests of the
company require, whenever decided by the Chairman or by his substitute,
or on request of at least one third of the members of the Board, in
which case the Chairman should convene a Meeting of the Board within
a period of ten days from such a request.
During the year 2000, a total of eight Meetings of the Board were held.
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M ELIÁ
A NNUAL R EPORT 2000
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