55
34. Where there is a coordinating Director, the articles of association or Board of Directors’ regulations offer him/her the following powers,
in addition to the powers provided by the law: chair the Board of Directors in the absence of the chairman and vice-chairmen, if any;
speak up for non-executive Directors concerns; maintain contact with investors and shareholders to establish their points of view for the
purposes of forming an opinion on their concerns, particularly in relation to the company’s corporate governance; and coordinate the
chairman’s succession plan.
Not applicable
35. That the secretary of the Board of Directors takes particular care so that, in their actions and decisions, the Board of Directors are aware
of the recommendations on good governance contained in this Code of Good Governance applicable to the company.
Complies
36.Once a year the Board of Directors, in plenary, assesses and adopts, as necessary, an action plan correcting shortcomings detected in
relation to:
a) The quality and efficiency of the board of Director’s work.
b) The operation and composition of its committees.
c) The diversity of the composition and powers of the Board of Directors.
d) The performance of the chairman of the Board of Directors and the chief executive of the company.
e) The performance and contribution of each Director, paying particular attention to those responsible for the various committees of the
board.
Assessment of the various committees will be based on the report that they submit to the Board of Directors and, with respect to the
board, the report submitted by the appointments committee.
Every three years, the Board of Directors will be aided in carrying out the assessment by an external consultant whose independence will
be verified by the appointments committee.
The business relationship of the consultant, or any company in its group, with the company, or any company in its group, must be broken
down in the annual corporate governance report.
The process and the areas assessed will be subject to description in the annual corporate governance report.
Complies
37. When there is an executive committee, the participation structure of the different Director categories is similar to that of the main Board
and its secretary is the Secretary of the Board.
Explain
Independent Directors are not currently represented on the Executive Committee.
38.The Board of Directors is always aware of the issues discussed and the decisions adopted by the executive committee and each Member
of the Board of Directors receives a copy of the minutes of the executive committee’s meetings.
Complies
39.Members of the audit committee, particularly its chairman, are appointed on the basis of their knowledge and experience in accountancy,
auditing or risk management and the majority of its members are independent Directors.
Complies
40.Under supervision of the audit committee, there is a unit that carries out the internal audit function, tasked with ensuring the proper
functioning of the information and internal control systems and that functionally comes under the non-executive chairman of the board
or of the audit committee.
Complies
41. The manager of the unit responsible for internal audit submits his/her annual work plan to the audit committee, directly reports
corresponding incidents and submits an activity report to the committee at the end of every year.
Complies
ANNUAL CORPORATE GOVERNANCE REPORT
