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1.
The Articles of Association of listed companies should not place an upper limit on the votes that can
be cast by a single shareholder, or impose other obstacles to the takeover of the Company by means
of share purchases on the market.
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.
Not applicable.
3.
During the Ordinary General Shareholders' Meeting, to supplement the written publication of the
Annual Corporate Governance Report, the Chairman of the Board of Directors must verbally inform
the shareholders, in sufficient detail, of the most significant aspects of the Company's corporate
governance, and in particular:
a)
Of the changes that have taken place since the previous General Shareholders' Meeting
b)
Of the specific reasons why the Company does not follow any of the Code of Best Practice
recommendations and, if any, the alternative rules applicable in this area.
Complies
4.
The Company should define and promote a communication and contact policy with shareholders,
institutional investors and voting advisers that fully respects the rules against market abuse and
provides a similar treatment to the shareholders in the same position.
And the Company should disclose such policy through its web page, including information relating to
the manner in which such policy is implemented and identifying the intermediaries or people in
charge of executing it.
Complies
5.
The Board of Directors should not submit a delegation of authority proposal to the General
Shareholders' Meeting to issue convertible shares or securities excluding pre-emptive subscription
rights, for an amount exceeding 20% of capital at the date of delegation.
And when the Board of Directors approves any issue of convertible shares or securities excluding
pre-emptive subscription rights, the company should immediately publish on its web page the
reports on such exclusion referred to in commercial law.
Complies
6.
The listed companies that prepare the reports mentioned below, be it on a compulsory or voluntary
basis, must publish them on their web page sufficiently in advance of the Ordinary General
Shareholders' Meeting, even if such publication is not obligatory:
a)
Report on auditor independence.
b)
Reports on the functioning of the Audit Committee and the Appointments and Remuneration
Committee.
c)
Audit Committee report on related party transactions.
d)
Corporate social responsibility policy report.
Complies partially Explain