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Complies
2.
2. When a parent and a subsidiary are publicly traded, the two should provide detailed disclosures
on:
a)
The type of activity they engage in, and any possible business dealings between them, as well
as between the listed subsidiary and the other group companies;
b)
The mechanisms in place to resolve possible conflicts of interest.
See headings: D.4 and D.7
Not applicable
3.
3. Even when not expressly required under Mercantile Law, any transactions involving a structural
change to the company should be submitted to the General Shareholders' Meeting for approval. In
particular:
a)
The transformation of listed companies into holding companies through the process of
subsidiarisation, i.e., reallocating core activities to subsidiaries that were previously carried
out by the holding company, even though the holding company retains full control of the
subsidiaries;
b)
Any acquisition or disposal of key operating assets that would effectively alter the company's
object;
c)
Operations that would entail the company's liquidation.
See heading: B.6
Complies
4.
Detailed proposals of the resolutions to be adopted at the Shareholders' Meeting, including the
information stated in Recommendation 27, should be made available at the same time as the
publication of the meeting announcement.
Complies
5.
Separate votes should be cast at the Shareholders' Meeting on substantially independent matters,
so shareholders can separately express their voting preferences in each case. This rule shall apply
in particular to:
a)
The appointment or ratification of directors, who should be voted for individually;
b)
Amendments to the Articles of Association, to all articles or groups of articles that are
substantially independent.
Complies
6.
Companies should allow split votes, so financial intermediaries legally appearing as shareholders,
but acting on behalf of different clients, can issue their votes according to the instructions thereof.
Complies
7.
The Board of Directors should perform its duties with unity of purpose and independent
judgement, affording all shareholders the same treatment. It should be guided at all times by the
company's best interests and, as such, strive to maximize its economic value over time on a
sustained basis.
It should likewise ensure that the company abides by the laws and regulations in its dealings with
the groups of interest (stakeholders); fulfils its obligations and contracts in good faith; respects the
customs and good practices of the sectors and territories where it performs its activities; and
upholds any additional social responsibility principles it has subscribed to voluntarily.
Complies