While the recommendations contained in the Good Governance Code of Listed Companies, approved by way of agreement of the Board of the National Securities Market Commission (“Comisión Nacional del Mercado de Valores”), of 18 February 2015 (the “Good Governance Code of Listed Companies”)apply only to companies whose shares are admitted to trading on an official secondary market, with the motivation of increasing transparency and security for investors, the Company has implemented several recommendations established in the Good Governance Code of Listed Companies.
n this regard, the following practices of good governance, which the Company complies with, fully or partially, are highlighted
The Board of Directors is comprised of twelve members (five proprietary directors, four independent directors, two external directors and one executive director). Recommendation 13 of the Good Governance Code of Listed Companies, which establishes that the Board should have between five and fifteen members in order to achieve an effective and participatory functioning, is therefore complied with.
Four out of the twelve members that compose the Board of Directors fall under the category of independent directors, according to the provisions of section 4 of art. 529.12 of the Corporate Enterprises Act. These Board members are Mr. Eduardo Díez-Hochleitner Rodríguez, Mr. Felipe Fernández Atela, Ms. Pilar Zulueta de Oya and Mr. Borja Fernández Espejel.
Article 35 of the Company’s By-laws states that the directors will hold office for a term of four years, including all directors, regardless of category. It therefore complieswith recommendation 29 of the Good Governance Code of Listed Companies, which indicates that the independent directors do not remain as such for a period exceeding 12 years.
There are two specific Board commissions: the Audit Committee and the Appointments and Remuneration Committee, in accordance with the recommendations of the Good Governance Code of Listed Companies.
The Appointments and Remuneration Committee is responsible for monitoring the selection process and the remuneration policy for directors and senior management of the company.
The Audit and Compliance Committee is responsible for reviewing the periodic financial information reported and for ensuring compliance with all the legal requirements and the correct application of the accounting standards. It also monitors internal auditing systems, internal controls and risk management practices, in addition to liasing with the external auditor