SOL MELIA ANNUAL REPORT 00 COMP

GOOD GOVERNANCE CODE
Neither the Regulations of the Board nor the Statutes include maximum
limits on the age of Directors.
14 Information for Directors
“That there is formal recognition of the right of all Directors to gather
and obtain the information and advice required to perform their supervisory
duties, and that appropriate means are established to allow this
right to be exercised, including the use of external experts in special circumstances”.
As stated in Article 35.8 of the Statutes, in the performance of their
duties Directors have the right to request the professional assistance of
company executives and internal advisors. They must also have free and
direct access either personally or through others delegated by them to all
of the company’s books and files, unless the Chairman refuses such right
in defence of the interests of the company. Such a refusal will not be permitted
whenever the Director in question has requested and obtained a
favourable vote of at least twenty five per cent (25%) of the inscribed
shareholders with a right to vote, as expressed in the General
Shareholders’ Meeting.
This right is also detailed in Chapter VI of the Regulations of the Board
of Directors.
15 Remuneration of Directors
“That the remuneration policy applied to Directors, the proposal, evaluation
and revision of which should be carried out by the
Remuneration Committee, should reflect moderation and company
performance with detailed and personalised information”.
As stated in Article 35 of the Statutes, Independent Directors receive an
amount of one million five hundred thousand pesetas for their attendance
at each session. This amount may be increased on agreement by
the Board in proportion with any increase in the consolidated profits of
the company, without prejudice to its posterior ratification by the
General Shareholders’ Meeting, either explicitly or through approval of
the Annual Accounts.
The remuneration of Non-independent Directors will consist of a fixed
annual amount, the same for all of them, to be defined or ratified by the
General Shareholders’ Meeting, without prejudice to the payment of
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M ELIÁ
A NNUAL R EPORT 2000
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