SOL MELIA ANNUAL REPORT 00 COMP

GOOD GOVERNANCE CODE
fees or other amounts that may be due from the company for the provision
of professional services or derived from their private work as may be
the case.
Remuneration will be paid out after the end of the month in which it
may have been earned to ensure that it is proportional to the time that
the Director may have served on the Board during the year.
16 General duties of Directors and conflicts
of interest.
“That the internal regulations of the company detail the obligations
derived from the general duties of diligence and loyalty expected of
Directors, including, specifically, matters relating to conflicts of interest,
confidentiality requirements, the exploitation of business opportunities
and the use of company assets”.
Article 26 of the Regulations of the Board of Directors and others indicate
the obligations of Directors.
The most relevant obligations are:
1. The Director must maintain confidentiality regarding the deliberations
of the Board and the delegate Commissions of which they
may form part and, in general, must abstain from revealing information
to which they have had access due to their position.
2. The aforementioned confidentiality must be maintained even after
such person ceases to be a Director.
3. The Director may not occupy management positions in companies
whose mission or nature that is partially analogous with that
of the company, with the exception of other companies controlled
by the group.
4. Before accepting any management position with another company,
the Director must consult the Appointments and Remuneration
Commission.
5. The Director may abstain from attending or intervening in deliberations
that may affect matters in which they may be personally
involved.
6. The Director may not carry out, neither directly nor indirectly,
commercial transactions with the company.
7. In the performance of their duties, the Independent Directors
must declare any developments in their relations with the company,
controlling shareholders or companies associated with controlling
shareholders.
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M ELIÁ
A NNUAL R EPORT 2000
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