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3.
ARC
Article 47 of the Company Articles of Association and Article 26 of the Board Regulations govern every aspect of the Committee’s
organisation, duties and competencies. The Committee shall comprise a minimum of three and a maximum of five directors. All members
of the Committee shall be non-executive directors and the majority of its members must be independent directors. The Chairman must
be an independent director and be appointed by the Committee itself from among its members. The Committee shall meet as often as
considered necessary by its Chairman, or when requested by two of its members or the Board of Directors. It will have at least the following
responsibilities:
- Report on proposals to appoint and dismiss directors and senior managers and approve their remuneration scales.
- Approve the standard contracts for senior managers.
- Determine the remuneration scheme applied to the Chairman and the Chief Executive Director.
- Examine or organise the Chairman’s and the chief executive’s succession and bring proposals before the Board so that such successions
are effected in an orderly fashion.
- Propose the remuneration scheme for the Directors to the Board of Directors, and review it.
- Report on incentive plans.
- Carry out an annual review of the remuneration policy applied to Directors and Senior Managers.
- Report on proposed appointments of members of the EC and other Committees.
- Prepare and maintain a register of the positions of directors and senior managers of the Company. It will inform the board of all its activities,
providing the relevant documentation, to bring to its attention any matter where it may need to exercise its responsibility.
C.2.5 Indicate, as applicable, the existence of regulations governing the committees attached to the Board, where they are available for
consultation and any amendments that have been made to them during the year. Also state whether an annual report on the activities of
each committee has been voluntarily drafted.
The Company Articles of Association (Articles 45 - 48), and the Regulations of the Board of Directors (Articles 23 - 26) comprehensively cover
all regulations relating to the Board’s Committees. The aforementioned internal regulations of the Company are available on the company
website (
, in the section “Information for Shareholders” - “Corporate Governance”.
Since 2011 no changes have been made to the Company Articles of Association or Board Regulations concerning committee regulation.
C.2.6 State whether the composition of the delegate or executive committee reflects the participation on the Board of different categories of
directors:
NO
If not, explain the composition of the Delegate or Executive Committee
The Executive Committee consists of 4 members, of whom the Chairman is a Proprietary Director, another is an executive and the remaining two members
are Proprietary Directors.
ANNUAL CORPORATE GOVERNANCE REPORT
