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The appointments committee will verify compliance with the policy for selecting Directors annually and will report on it in the annual
corporate governance report.
Complies
15. External proprietary Directors and independent Directors should comprise a significant majority of the Board of Directors, and the number
of executive Directors be kept to a minimum, taking into account the complexity of the corporate group and the percentage shareholdings
of the executive Directors in the company.
Complies
16. That the ratio of proprietary Directors to the total number of non-executive Directors should not be greater than the existing ratio
between the capital of the company represented by such Directors and the remaining capital.
These criteria may be flexible:
a) In companies with high capitalisation where shareholdings that are legally considered to be significant are scarce.
b) In companies in which there are numerous shareholders represented on the Board of Directors and these shareholders have no links
between them.
Complies
17. That independent Directors represent at least half of all the Directors.
Nevertheless, where the company does not have high capitalisation or where, even if it does, it has one shareholder, or several acting
jointly, who control more than 30% of the company capital, the number of independent Directors represents, at least, one-third of all the
Directors.
Complies
18. That companies publish and update the following information about their Directors on their web site:
a) Professional profile and biography.
b) Other boards of Directors to which they belong, whether or not they are listed companies, along with information about their other
remunerated activities, whatever they may be.
c) Indication of the Director’s category stating, in the case of proprietary Directors, the shareholder that they represent or with whom they
have ties.
d) Date of their first appointment as a Director in the company as well as the date of subsequent re-appointments.
e) Shares and share options held by the Director.
Complies
19. That the annual corporate governance report, after verification by the appointments committee, explains the reasons why proprietary
Directors have been appointed on behalf of shareholders with shareholdings of less than 3% in the company capital and the reasons for
ignoring, if applicable, formal requests for presence on the Board from shareholders with shareholdings equal to or greater than others
who have successfully proposed proprietary Directors.
Not applicable
20.That proprietary Directors present their resignation when the shareholder they represent transfers its entire shareholding. And the number
of proprietary Directors is also reduced when the shareholders in question reduce their holdings to a level that requires fewer such
Directors.
Explain
There are shareholders that have reduced its share participation, without having reduced its proprietary Directors accordingly
21. The Board of Directors does not propose the removal of any independent Director before the statutory period for which the Director has
been appointed concludes, unless the Board of Directors has just cause, based on a report by the Appointments Committee. In particular,
it will be understood that just cause exists where the Director takes up new posts or undertakes new obligations which prevent him/her
from dedicating the time needed to perform the duties of the post of Director, or failing to carry out the duties inherent to the post or
he/she incurs in any of the circumstances which cause him/her to lose his/her independent status, in accordance with the provisions of
applicable law.
The removal of independent Directors may also be proposed as a result of mergers, take-overs or other similar corporate actions
that change the structure of the company’s capital when such changes in the structure of the Board of Directors obey the criteria of
proportionality indicated in Recommendation 16.
Complies
22. Companies establish rules that require Directors to report and, as applicable, resign when circumstances arise that could damage the
company’s credibility and reputation, and in particular to notify the Board of Directors of any criminal proceedings in which they are
involved, and the subsequent developments of any court action.
If a Director is indicted or sent for trial for any of the offences provided for in company law, the Board of Directors shall examine the case
as soon as possible and, based on the specific circumstances, decide whether the Director should continue in their post. The Board of
Directors reports and explains all such occurrences in the annual corporate governance report.
Complies
ANNUAL CORPORATE GOVERNANCE REPORT
