56
a)
The type of activity they engage in, and any possible business dealings between them, as well as
between the listed subsidiaryand theotherGroup companies;
b)
Themechanisms inplace to resolvepossible conflictsof interest.
Seeheadings: D.4andD.7
Not applicable
3.
3. Even when not expressly required under Mercantile Law, any transactions involving a structural
change to the Company should be submitted to the General Shareholders' Meeting for approval. In
particular:
a)
The transformation of listed companies into holding companies through the process of
subsidiarisation, i.e., reallocating core activities to subsidiaries thatwerepreviously carriedout by
theholding company, even though theholding company retains full control of the subsidiaries;
b)
Any acquisition or disposal of key operating assets that would effectively alter the Company's
object;
c)
Operations thatwouldentail theCompany's liquidation.
Seeheading: B.6
Complies
4.
4. Detailed proposals of the resolutions to be adopted at the Shareholders' Meeting, including the
information stated in Recommendation 27, should be made available at the same time as the
publicationof themeetingannouncement.
Complies
5.
5. Separate votes shouldbe cast at the Shareholders'Meetingon substantially independentmatters, so
shareholders can separately express their voting preferences in each case. This rule shall apply in
particular to:
a)
Theappointment or ratificationof directors,who shouldbevoted for individually;
b)
Amendments to theArticles of Association, to all articles or groups of articles that are substantially
independent.
Complies
6.
Companies should allow split votes, so financial intermediaries legally appearing as shareholders, but
actingonbehalf of different clients, can issue their votes according to the instructions thereof.
Complies
7.
The Board of Directors should perform its duties with unity of purpose and independent judgement,
according all shareholders the same treatment. It should be guided at all times by the Company's best
interests and, as such, strive tomaximize its economic valueover timeona sustainedbasis.
It should likewise ensure that the Company abides by the laws and regulations in its dealingswith the
groups of interest (stakeholders); fulfils its obligations and contracts ingood faith; respects the customs
and good practices of the sectors and territories where it performs its activities; and upholds any
additional social responsibilityprinciples it has subscribed to voluntarily.
Complies
8.
The Board should assume as its coremission to approve the Company's strategy and the organisation
required to execute it, and to supervise and control that management meets the objectives set and
