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37.
When the Company has an Executive Committee, the breakdown of its members by director
category should be similar to that of the Board itself. The Secretary to the Board should also act as
secretary to the Executive Committee.
See headings:
C.2.1 and C.2.6
Complies partially
The proportionality criterion is not complied with on the Executive Committee, since none of its
members are independent directors. The Secretary to the Board is also the Secretary of the
Executive Committee.
38.
The Board should always be kept fully informed of the business transacted and the
resolutions adopted by the Executive Committee. To this end, all Board members should receive a
copy of the Committee’s minutes.
Complies
39.
In addition to the Audit Committee mandatory under the Securities Market Law, the Board of
Directors should form a Committee, or two separate committees, for Appointments and
Remuneration.
The rules governing the composition and functioning of the Audit Committee and the
Appointments and Remuneration Committee(s) should be set forth in the Board's Regulations, and
include the following:
a)
The Board of Directors should appoint the members of such Committees taking into account
the knowledge, skills and experience of its directors and the tasks of each Committee; discuss
their proposals and reports; and must notify it, in the first plenary Board meeting following
each meeting, of its activity and be answerable for the work performed;
b)
These Committees should be formed exclusively by non-executive directors and have a
minimum of three members. Executive directors or senior management may also attend
meetings at the Committee members’ express invitation.
c) Committees should be chaired by independent directors.
d)
They may engage external advisers, when they feel this is necessary for the discharge of
their duties.
e)
Meeting proceedings should include minutes and a copy be sent to all Board members.
See headings: C.2.1 and C.2.4
Complies
40.
The job of supervising compliance with internal codes of conduct and corporate governance
rules should be entrusted to the Audit Committee, the Appointments Committee or, as the case
may be, separate Compliance or Corporate Governance Committees.
See headings:
C.2.3 and C.2.4
Complies
41.
All members of the Audit Committee, particularly its Chairman, should be appointed with regard to
their knowledge and background in accounting, auditing or risk management.
Complies
42.
Listed companies should have an internal audit function, under the supervision of the Audit
Committee, to ensure the sound functioning of the internal control and reporting systems.
See heading:
C.2.3
Complies