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corporate governance rules, which include the personal responsibility to inform the Appointments
and Remuneration Committee of any circumstance that could affect the normal performance of
their activities or their degree of dedication.
The company considers that the number of boards on which each director sits is not in itself a
significant indicator to measure his/her dedication, bearing in mind that it is possible to sit on a
wide array of boards, and that in each case, a different degree of attention and work may be
required. Therefore, under these same criteria, it has been deemed unnecessary to place a limit on
the number of boards of which directors can be members. This question should be decided by each
director on its own responsibility, and has no bearing on the supervisory tasks of the Appointments
and Remuneration Committee.
26.
The proposal for the appointment or re-election of directors which the Board submits to the
General Shareholders' Meeting, as well as provisional appointments by co-optation, should be
approved by the Board:
a)
At the proposal of the Appointments Committee for independent directors.
b)
On the basis of a report by the Appointments Committee for all other directors.
See heading: C.1.3
Complies
27.
Companies should publish the following director particulars on their website and keep them
permanently updated:
a)
Professional experience and background;
b)
Directorships held in other companies, listed or otherwise;
c)
An indication of the category of directorship; in the case of significant-shareholder appointed
directors, state the shareholder they represent or to whom they are affiliated.
d)
The date of their first and subsequent appointments as a company director, and;
e)
Shares and share options held in the company.
Complies
28.
Significant-shareholder appointed directors must resign when the shareholders they represent
dispose of their ownership interest in its entirety. If such shareholders reduce their stakes,
thereby losing some of their entitlement to significant-shareholder appointed directors, the number
of such significant-shareholder appointed directors should be reduced accordingly.
See headings: A.2 , A.3 and C.1.2
Complies
29.
The Board of Directors must not propose the removal of independent directors before the expiry
of their term in office pursuant to the Articles of Association, except where due cause is
found by the Board, based on a report from the Appointments Committee. In particular, due cause
will be presumed when a director is in breach of his or her fiduciary duties or comes under one of
the disqualifying grounds causing him/her to lose his/her independent status, enumerated in the
Order ECC/461/2013.
The removal of independent directors may also be proposed when a takeover bid, merger or
similar corporate operation produces changes in the company’s capital structure, in order to
meet the proportionality criterion set out in Recommendation 11.
See headings:
C.1.2, C.1.9, C.1.19 and C.1.27
Complies