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Corporate Governance Report
advise, monitor and continuously assess the
management of the company by the Executive
Board of Directors.
The matters on which the General and
Supervisory Board shall give opinion include:
i) the definition of the company’s strategy
and general policies; ii) the group’s business
structure; and iii) decisions that should be
considered strategic due to the amounts or the
risks involved or their special characteristics.
This recommendation is not applicable because
the Company is not structured under the
mentioned model.
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.
The company does not have specialized
committees, unless the Remuneration
Committee.
II.16. Indication of the selection process rules of
candidates for non-executive directors and how
to ensure the non-interference in the process
of executive directors.
These rules emerge from the legal rules that
are incumbent upon the electoral shareholders’
meeting, where this body, without prejudice
to freely elect the members of the Board,
is responsible for the selection process
and this one will be drawn up enjoying the
profile of each candidate in terms of their
qualifications, technical knowledge and
professional experience. However, regarding
a control position that confers to determined
shareholder’s, mainly being simultaneously
executive Directors, the possibility of choosing
executive and non-executive directors, it is not
possible to assure the necessary distance the
recommendation seeks to ensure. So, it arises
from the Ibersol shareholders structure the
failure of this recommendation.