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ANNUAL REPORT 2011
RECOMMENDATIONS (Corp. Gov. Code)
COMPLIANCE
II.4.5. According to the applicable model, the Committees for
Financial Matters, Audit Committee and the Statutory Audit
Committee, shall evaluate the external auditor on an annual basis
and propose the General Meeting that he/she should be discharged
whenever justifiable grounds are present.
Complied with
See Chapter II
Point II.21
II.4.6. The Internal Audit Services and those who ensure the
compliance of the norms applied to the company
(compliance services) shall functionally report to the Audit
Committee, the General and Supervisory Board or, in case
of companies that adopt the Latin model, to an independent director
or the Supervisory Board, regardless
the hierarchical relation that those services have with the executive
administration of the company.
Complied with
See Chapter II
Point II.4.6
II.5. Specialized Committees
II.5.1. Unless the company is very small, the Board of Directors
and the General and Supervisory Board, depending on the model
adopted, shall set up any committees necessary for: i) ensuring a
competent and independent assessment of the executive directors’
performance as well as for the evaluation of their own overall
performance and that of other committees; ii) reflecting on the
adopted system of governance, checking its effectiveness and
proposing, to the competent bodies, measures aimed at improving
it; iii) identifying in a timely fashion, potential candidates with the
necessary high profile for the performance of director’s functions.
Not complied with See Chapter 0
Point 04.II.5.1
II.5.2. The members of the Remuneration Committee or equivalent
shall be independent from the members of the Board of Directors
and include, at least one member with knowledge and experience in
remuneration policy matters.
Complied with
See Chapter II
Point II.38 and
II.39