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19.
Directors should keep their absences to the bare minimum. Absences should be quantified in the
Annual Corporate Governance Report. When directors have no choice but to delegate their vote,
they should provide instructions.
See headings:
C.1.28, C.1.29 and C.1.30
Complies
20.
When directors or the company Secretary express concerns about proposals or, in the case of
directors, about the Company's performance, and such concerns are not resolved at the meeting,
the person expressing them may request they be recorded in the minutes.
Complies
21.
The plenary Board meeting should evaluate the following points on a yearly basis:
a)
The quality and efficient functioning of the Board;
b)
Based on a report submitted by the Appointments Committee, the performance of their
functions by the Chairman of the Board and the Company's CEO;
c)
The functioning of its Committees on the basis of the reports furnished by such
Committees.
See headings:
C.1.19 and C.1.20
Complies
22.
All directors should be able to exercise their right to receive any additional information they
require on matters within the Board's competence. Unless the Articles of Association or Board of
Directors' Regulations indicate otherwise, such requests should be addressed to the Chairman or
Secretary to the Board.
See heading:
C.1.41
Complies
23.
All directors should be entitled to obtain from the company the exact advice they need to perform
their duties. The company should provide suitable channels for the exercise of this right. Under
special circumstances, it could include external assistance at the Company's expense.
See heading:
C.1.40
Complies
24.
Companies should organize induction programs for new directors to acquaint them rapidly and
adequately with the workings of the company and its corporate governance rules. Directors should
also be offered refresher programs when circumstances so advise.
Complies
25.
Companies should require their directors to devote sufficient time and effort to performing their
duties effectively, and, as such:
a)
The directors must inform the Appointments Committee of their other professional
obligations, in case these interfere with the dedication required to perform their duties;
b)
Companies should lay down rules about the number of directorships their Board members
can hold.
See headings:
C.1.12, C.1.13 and C.1.17
Complies partially
The Board Members assume, upon accepting their posts, the inherent duties and obligations
thereof, under the terms established in the regulations in force and in the company's internal