SOL MELIA ANNUAL REPORT 00 COMP
SOL MELIA ANNUAL REPORT 00 COMP SOL MELIA ANNUAL REPORT 00 COMP
GOOD GOVERNANCE CODE 17 Transactions with major shareholders “That the Board of Directors should promote the adoption of appropriate measures to extend the duties of loyalty to major shareholders, establishing, specifically, cautionary procedures relating to any transactions carried out between such shareholders and the company”. This recommendation is in place and regulated in Article 35 of the Regulations of the Board concerning hypothetical relevant transactions that may occur between major shareholders, after a report by the Appointments and Remuneration Commission. 18 Communication with shareholders “That measures are taken to make mechanisms for delegating votes more transparent and to reinforce communications between the company and its shareholders, particularly with institutional investors”. As established in Article 25.1. of the Statutes, the Board of Directors may demand that in the convening of the General Shareholders’ Meeting the company is in possession of the delegation of representation by shareholders at least two days before the day on which the General Shareholders’ Meeting is to be held, specifically indicating the name of the corresponding representative. This representation must be assigned in writing for each General Shareholders’ Meeting within the terms established by Company Law. Since the company IPO there have been many contacts with institutional investors and shareholders. Sol Meliá, S.A. is very active regarding providing information for investors and carries out a minimum of one or two roadshows per quarter to provide information on company activities and performance. In parallel, further roadshows are held whenever any important event requires the supply of information. The company has also held meetings and maintained other forms of contact with shareholders in Spain and other countries. The principal executives of Grupo Sol Meliá, S.A. have attended roadshows in cities such as London, Paris, Frankfurt, Edinburgh, Milan, Geneva, Cologne, Dublin, Brussels, Amsterdam, Eindhoven, Madrid, Barcelona and Zaragoza, amongst others, visiting existing and potential investors. S OL M ELIÁ A NNUAL R EPORT 2000 64
GOOD GOVERNANCE CODE Amongst the numerous visits to investors, shareholders and analysts, the following are highlighted: • Information roadshows on company results • Information roadshows on the Tryp acquisition • Information roadshows on the bond issue by one of the subsidiaries All of the activities described in this section are carried out in observance of the regulations of the stock market and after providing, if required, the corresponding reports to the Spanish Stock Exchange Commission (CNMV) for publishing. In addition, during the Extraordinary General Shareholders’ Meeting of 23rd. October, 2000 the company made a series of changes to the Statutes, introducing the possibility, on request by the Chairman, of requesting from intermediary bodies the identities of the shareholders of Sol Meliá. This measure aimed to reaffirm the mechanisms in place for transparency within the company and put in place controls that would clarify the evolution of the shareholder structure. Sol Meliá has also recently launched an “Investors Club” to provide regular financial information to those shareholders that request such information, as well as other benefits including an investors “Hotline”. 19 General information “That the Board of Directors, over and above the requirements of existing legislation, should assume responsibility for providing the markets with rapid, precise and reliable information, particularly regarding the shareholder structure, substantial modifications to the rules of governance, particularly relevant deals or operations and company shareholdings”. As indicated in Article 38 of the Regulations of the Board , the company has provided information considered to be of sufficient detail and through the appropriate channels (Statements to CMNV, regular published information, communications regarding majority shareholders, other communications, etc.), on matters regarding the share price and any other matter considered relevant, as well as regular information on the company rules of governance. S OL M ELIÁ A NNUAL R EPORT 2000 65
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GOOD GOVERNANCE CODE<br />
17 Transactions with major shareholders<br />
“That the Board of Directors should promote the adoption of appropriate<br />
measures to extend the duties of loyalty to major shareholders,<br />
establishing, specifically, cautionary procedures relating to any transactions<br />
carried out between such shareholders and the company”.<br />
This recommendation is in place and regulated in Article 35 of the<br />
Regulations of the Board concerning hypothetical relevant transactions<br />
that may occur between major shareholders, after a report by the<br />
Appointments and Remuneration Commission.<br />
18 Communication with shareholders<br />
“That measures are taken to make mechanisms for delegating votes<br />
more transparent and to reinforce communications between the company<br />
and its shareholders, particularly with institutional investors”.<br />
As established in Article 25.1. of the Statutes, the Board of Directors<br />
may demand that in the convening of the General Shareholders’<br />
Meeting the company is in possession of the delegation of representation<br />
by shareholders at least two days before the day on which the<br />
General Shareholders’ Meeting is to be held, specifically indicating the<br />
name of the corresponding representative.<br />
This representation must be assigned in writing for each General<br />
Shareholders’ Meeting within the terms established by Company Law.<br />
Since the company IPO there have been many contacts with institutional<br />
investors and shareholders. Sol Meliá, S.A. is very active regarding<br />
providing information for investors and carries out a minimum of one or<br />
two roadshows per quarter to provide information on company activities<br />
and performance. In parallel, further roadshows are held whenever any<br />
important event requires the supply of information.<br />
The company has also held meetings and maintained other forms of<br />
contact with shareholders in Spain and other countries.<br />
The principal executives of Grupo Sol Meliá, S.A. have attended roadshows<br />
in cities such as London, Paris, Frankfurt, Edinburgh, Milan, Geneva,<br />
Cologne, Dublin, Brussels, Amsterdam, Eindhoven, Madrid, Barcelona<br />
and Zaragoza, amongst others, visiting existing and potential investors.<br />
S OL<br />
M ELIÁ<br />
A NNUAL R EPORT 2<strong>00</strong>0<br />
64