See sections: B.1.2, B.1.27 and B.2.3
Complies
16.
The chairman, as the person responsible for the efficient conduct of the Board, ensures that directors receive sufficient information in advance;
promotes discussion and the active participation of directors during Board meetings, ensuring their freedom to make judgements and express
opinions; and organises and coordinates with the chairmen of the relevant committees to periodically evaluate the Board as well as the Managing
Director or the Chief Executive, as applicable.
See section: B.1.42
Complies
17.
When the chairman of the Board is also the chief Executive Director of the company, an independent director shall be authorised to call meetings of
the Board or to include new items on the agenda; to coordinate and represent the concerns of the external directors; and to organise the Board’s
evaluation of the chairman.
See section: B.1.21
Not applicable
18.
The secretary of the Board takes pains to ensure that the actions of the Board:
a) Comply with the conditions and the spirit of the laws and regulations, including those approved by regulatory entities;
b) Comply with the company’s bylaws and with the regulations of the Shareholders’ Meeting, the Board of Directors and any other company
regulations;
c) Take into account the recommendations on good governance contained in this Unified Code that the company has accepted.
And in order to safeguard the independence, impartiality and professionalism of the secretary, their appointment and removal is notified by
the Appointments Committee and approved by a plenary session of the Board; and this appointment and removal procedure is part of the
Regulations of the Board of Directors.
See section: B.1.34
Complies
19.
The Board is to meet as frequently as required to efficiently perform its functions, following the program of dates and matters established at the start
of the year, and each director may propose other items not initially provided on the agenda.
See section: B.1.29
Complies
20.
Directors should be absent only when it is essential and the number of absences should be included in the Annual Corporate Governance Report. And
in the event that representation is unavoidable, is it granted with instructions.
See sections: B.1.28 and B.1.30
Partially complies
Although Article 22 of the Board Regulations states that directors shall personally attend Board meetings, and when they are unable to do so in exceptional
circumstances shall attempt to grant a proxy in favour of another member of the Board, including the relevant instructions in so far as possible, such instructions
are not always in writing any may also be issued verbally.
21.
When directors or the secretary raise concerns about a proposal or, in the case of directors, about the performance of the company, and such concerns
are not resolved by the Board, these concerns are recorded in the minutes at the request of the director raising them.
Complies
22.
Once a year, a plenary session of the Board should assess:
a) The quality and efficiency of the Board;
b) The performance of the chairman of the Board and the Chief Executive of the company based on the report provided by the Appointments
Committee;
c) The performance of its committees based on the reports provided by them.
See section: B.1.19
Complies
23.
That all directors can exercise their right to obtain any additional information they consider necessary on matters for which the Board is responsible.
And, unless otherwise stated by the bylaws or the regulations of the Board, they address their requirements to the chairman or the secretary of the
Board.
See section: B.1.42
Complies
24.
That all directors have the right to obtain from the company the advice they need to carry out their duties. The company facilitates the appropriate
channels for exercising this right, which in special circumstances may involve external advice at the expense of the company.
See section: B.1.41
Complies
ANNUAL CORPORATE
GOVERNANCE REPORT
51
