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6. That listed companies drawing up the reports listed below, whether on a compulsory or voluntary basis, publish then on their web site
sufficiently in advance of the ordinary general meeting being held, even if their circulation is not mandatory:
a) Report on the independence of the auditor.
b) Reports on the work of the audit and appointments and remuneration committees.
c) Audit committee report on related-party transactions.
d) Report on the corporate social responsibility policy.
Partially complies
This Company has not published all the Reports cited in this Recommendation (like the Report on Auditor Independence or the Report of the
Audit Committee on related-party transactions)
7. That the company transmits general shareholders’ meetings live on its web site.
Complies
8. That the audit committee ensures that the Board of Directors makes every effort to present financial statements to the General
Shareholders’ Meeting that are free from limitations or qualifications in the audit report and, in exceptional circumstances where they may
exist, both the Chairman of the Audit Committee and the auditors shall provide the shareholders with a clear explanation of the content
and scope of such limitations or qualifications.
Complies
9. That the company permanently publishes the requirements and procedures that it will accept to prove ownership of shares, the right to
attend the general shareholders’ meeting and the exercise or delegation of the right to vote.
And that such requirements and procedures facilitate the shareholders’ attendance and the exercise of their right to vote and that they
are applied in a non-discriminatory manner.
Complies
10. That where any legitimate shareholder has, prior to the general shareholders’ meeting being held, exercised the right to supplement the
agenda or submit new proposals for resolution, the company:
a) Immediately circulates such supplementary points and new proposals for resolution.
b) Publicises the attendance card form or vote delegation or remote voting form with the amendments needed so that the new points
on the agenda and alternative proposals for resolution may be voted on under the same terms as those proposed by the Board of
Directors.
c) Puts all such points or alternative proposals to the vote and applies the same voting rules as those for the points made by the Board of
Directors including, in particular, the assumptions or deductions on the outcome of the vote.
d) Report, after the general shareholders’ meeting, the breakdown of the vote on such supplementary points or alternative proposals.
Complies
11. That, in the event that the company foresees payment of fees for attendance at the general shareholders’ meeting, it sets up a general
policy on such fees beforehand and that said policy is stable.
Not applicable
12. That the Board of Directors performs its duties with a unity of purpose and independence of judgement, gives the same treatment to all
shareholders who are in the same position and is guided by company interest, understood to be the achievement of a profitable business
that is sustainable in the long term, that promotes its continuity and the maximisation of the company’s financial value.
And that in pursuing company interests, apart from respecting the laws and regulations and behaviour based on good faith, ethics and
respect for commonly accepted uses and good practice, it seeks to reconcile company interest with, as appropriate, the legitimate
interests of its employees, suppliers, customers and other interest groups who may be affected, along with the impact of the company’s
activities on the community as a whole and the environment.
Complies
13. That, in the interests of effectiveness and participation, the Board of Directors should comprise no fewer than five and no more than 15
members.
Complies
14. That the Board of Directors approves a policy for selecting Directors that:
a) Is specific and verifiable.
b) Ensures that proposals for appointment or re-election are based on prior analysis of the Board of Directors’ needs.
c) Encourages diversity of knowledge, experience and gender.
That the result of prior analysis of the Board of Directors’ needs is included in an explanatory report from the appointments committee
which is published when calling the general shareholders’ meeting to which it is submitted for ratification, appointment or re-election of
each Director.
And that the policy for selecting Directors promotes the objective that by 2020 the number of female Directors is at least 30% of the total
number of members of the Board of Directors.
ANNUAL CORPORATE GOVERNANCE REPORT
