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6. Companies allow split votes, so that financial intermediaries that legitimately appear as shareholders, but are acting on behalf of different
clients, can cast their votes according to their clients’ instructions.
Compliant
7. The Board carries out its functions with a unity of purpose and independent criteria, treating all shareholders equally, guided by the
interests of the company, which is understood to be the constant maximisation of the financial value of the company.
It should also ensure that the company respects all laws and regulations in its dealings with stakeholders; fulfils its obligations and
contracts in good faith; respects the customs and good practices of the sectors and territories in which it operates; and observes the
principles of social responsibility to which it has voluntarily subscribed.
Compliant
8. The principal objective of the Board should be to approve the Company’s strategy and the organisational requirements for its
implementation, as well as to supervise and control management to ensure it achieves the objectives set and fulfils the company’s
objectives and corporate purpose. Therefore, the plenary sessions of the Board reserves the authority to approve:
a) The general strategies and policies of the company, in particular:
i) The strategic or business plan, as well as management objectives and annual budgets;
ii) The investment and financing policy;
iii) The definition of the corporate group structure;
iv) The corporate governance policy;
v) The corporate social responsibility policy;
vi) The senior executive remuneration and performance evaluation policy;
vii) The risk control and management policy, as well as the periodic monitoring of internal information and control systems.
viii) The dividend and treasury stock policy, and in particular, their limits.
See sections: C.1.14, C.1.16 and E.2
b) The following decisions:
i) The appointment and removal of senior managers, as well as their compensation clauses, as proposed by the Chief Executive Director
of the company.
ii) The remuneration of directors and, in the case of executives, the additional remuneration for their executive functions and other
conditions that are to be respected in their contracts.
iii) The financial information that the company, as a listed company, must periodically disclose.
iv) All investments or operations that, due to their significant value or special characteristics, are considered strategic, except those that
are approved by the General Shareholders’ Meeting.
v) The creation or acquisition of stakes in special-purpose entities or those domiciled in countries or territories deemed to be tax
havens, as well as any other transactions or operations of an analogous nature which could erode the group’s transparency due to
their complexity
c) Any transactions which the Company may carry out with directors, significant shareholders or shareholders represented on the Board,
or with people related to them (“related-party transactions”). Authorisation of the Board shall not be required however, for related
party transactions that simultaneously meet the following three conditions:
1 They are carried out under agreements with standardised conditions and are applied in a general way to numerous clients;
2 They are carried out at generally established rates or prices, set by the supplier of the good or service;
3 Their amount does not exceed 1% of the company’s annual revenues
The Board is advised to approve related party transaction that receive a prior favourable report from the Audit Committee or from any
other committee that has been authorised to this end; and that the directors involved not only abstain from voting (without the right to
delegation), but also vacate the meeting room while the Board deliberates and votes on the issue.
It is advisable that the competencies attributed to the Board in these matters should not be delegated, except in the aforementioned
points b) and c), which may be adopted for reasons of urgency by the Executive Committee, and subsequently ratified by a plenary
session of the Board.
See sections: D.1 and D.6
Partially compliant
The Company complies with the recommendation in this section, except for those points established in section b.i.), for which the Board
of Directors considers that the decision regarding the appointment and possible removal of senior managers must correspond to the
Chief Executive Director of the Company. Notwithstanding the above, the Board Regulations attribute responsibility to the Appointments
and Remuneration Committee to provide a prior report on the appointment or dismissal of the managers that report directly to the Chief
Executive Director.
9. That, in the interests of effectiveness and participation, the Board should comprise no fewer than five and no more than 15 members
See section: C.1.2
Compliant
ANNUAL CORPORATE GOVERNANCE REPORT
