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director for this Committee to effectively comply with its supervision tasks of his/her professional
disposition.
26.
The Board should meet with the necessary frequency to properly perform its functions, at least eight
times per year, in accordance with a calendar and agenda set at the beginning of the year, to which
each director may propose the addition of other items not initially foreseen.
Complies
27.
Director absences should be kept to the bare minimum and be quantified in the Annual Corporate
Governance Report. And when directors have no choice but to appoint a proxy, they should do so
with instructions.
Complies
28.
When directors or the secretary express concerns about a proposal or, in the case of directors, about
the Company's performance, and such concerns are not resolved at the meeting, they should be
recorded in the minutes book at the request of the person raising such issues.
Complies
29.
The Company should provide suitable channels for the directors to obtain specific counselling to
comply with their functions, extending in special circumstances to external advisory services at the
Company's expense.
Complies
30.
Regardless of the knowledge required by the directors to exercise their functions, the companies
should also offer the directors knowledge update programmes when the circumstances so advise.
Complies
31.
The agenda should clearly indicate those points on which the Board of Directors must adopt a
decision or resolution so that the directors can study or assemble in advance the specific information
required for their adoption.
When exceptionally, for urgent reasons, the Chairman wishes to submit decisions or resolutions to
the approval of the Board of Directors that did not appear on the agenda, he/she must obtain the
prior express consent of the majority of the directors in attendance, which must be detailed in the
minutes.
Complies
32.
The directors must be periodically informed of the variations in the shareholder structure and of the
opinion of the significant shareholders, investors and rating agencies on the Company and on its
Group.
Complies
33.
The Chairman, as the person tasked with the effective functioning of the Board of Directors, aside
from exercising the functions legally and statutorily assigned to it, must prepare and submit to the
Board of Directors a programme of dates and matters to be dealt with, organise and coordinate the
Board's periodical assessment and that of the company's CEO; be responsible for Board
management and the effectiveness of its functioning; ensure that there is sufficient time to discuss
strategic matters, and agree and review the knowledge update programmes for each director, when
the circumstances so advise.
Complies
34.
When a coordinating director exists, aside from the powers granted to him/her by Law, the Articles
of Association and the Board of Directors’ Regulations attribute the following powers to him/her: to
chair the Board of Directors in the absence of the Chairman and Vice-Chairs, if any; to give voice to
the concerns of non-executive directors; to maintain contacts with investors and shareholders to