SOL MELIA ANNUAL REPORT 00 COMP

GOOD GOVERNANCE CODE
11 Selection and re-election of Directors.
“That the intervention of the Board of Directors in the selection and
re-election of its members is carried out using formal and transparent
procedures after presentation of a reasoned proposal by the
Appointments Commission”.
Article 16 of the Regulations states that the Appointments and
Remuneration Commission should formulate and revise the criteria to
be applied to the composition of the Board of Directors and the selection
of candidates.
The Commission must thus propose the appointment of Directors so
that the Board may directly approve them or submit such a decision to
the General Shareholders’ Meeting.
According to Article 31.3 of the Statutes, at least one third of the members
of the Board must be Independent Directors. These should be persons of
acknowledged prestige with no relation to the executive team or Major
Shareholders (as defined in Royal Decree 377/1991, of 15th. March).
12 Resignation of Directors
“That companies include in their regulations an obligation that
Directors resign in circumstances which might have a negative effect of
the functioning of the Board or the credit or reputation of the company”.
The Statutes state that the absence of any Director at three consecutive
meeting of the Board or at any four meetings within the same financial
year, without appropriate justification, will give ground to the Board to
declare that Directors automatic release from his position and to then
designate a provisional successor until such may be submitted to the next
General Shareholders’ Meeting for ratification.
Chapter VIII of the Regulations of the Board of Directors also deals
with this matter.
13 Age of the Directors
“That a maximum age is set for the position of Director, that may be
between sixty five and seventy for Executive Directors and the
Chairman, and more flexible for other members of the Board”.
S OL
M ELIÁ
A NNUAL R EPORT 2000
61