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ANNUAL REPORT 2011
RECOMMENDATIONS (Corp. Gov. Code)
COMPLIANCE
I.6.2. Defensive measures shall not be taken if they have the effect
of automatically causing serious erosion of the company’s assets in
the event of transfer of control or a change in the membership of
the Board of Directors, thereby affecting the free transferability of
shares and the free assessment by shareholders of the performance
of the members of the Board of Directors.
Complied with See Chapter I
Point I.20
II. MANAGEMENT AND SUPERVISORY BODIES
II.1. GENERAL MATTERS
II.1.1. STRUCTURE AND DUTIES
II.1.1.1. The Board of Directors shall assess, in its annual Corporate
Governance Report, the adopted model identifying any constraints
to its functioning and recommending the appropriate measures to
overcome them.
Complied with
See Chapter 0
Point 03 and
Chapter II
Point II.4
II.1.1.2. Companies shall set-up internal control and risk
management systems, in order to safeguard their assets and ensure
the transparency of their corporate governance, which allow them
to identify and manage the risk. These systems shall include, at
least, the following components: i) determination of the company’s
strategic objectives on risk-taking; ii) identification of the main risks
linked to the specific activity being exercised and the events capable
of originating risks; iii) analysis and measurement of the impact and
the probability of occurrence of each one of the potential risks; iv)
risk management in view of the alignment between the risks actually
incurred and the society’s strategic choice on risk taking; v) control
mechanisms of the execution of the risk management measures
adopted and their effectiveness; vi) adoption of internal mechanisms
of information and disclosure on the system’s various components
and risk alerts; vii) cyclic evaluation of the implemented system and
adoption of any necessary modifications.
Complied with See Chapter II
Point II.5