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ANNUAL REPORT 2011
RECOMMENDATIONS (Corp. Gov. Code)
COMPLIANCE
II.1.3. ELIGIBILITY CRITERIA AND APPOINTMENT
II.1.3.1. Depending on the applicable model, the Chairman of the
Supervisory Board, Audit Committee or Committee on Financial
Matters shall be independent and have the appropriate competences
to the performance of his/her duties.
Complied with See Chapter II
Point II.21.
II.1.3.2. The selection process for non-executive directors’ candidates
shall be conceived in a way such as to impede the interference from
the executive directors.
Not complied with See Chapter 0
Point II.16
II.1.4. POLICY ON REPORTING IRREGULARITIES
II.1.4.1. The company shall adopt a whistle-blowing policy for
reporting alleged irregularities with the following elements: i)
indication of the means by which whistleblowing reports can be
made within the company, including the people qualified to receive
them; ii) indication of the treatment to be given to the reports,
including confidentiality if the whistleblower so requires..
Complied with See Chapter II
Point II.35.
II.1.4.2. The general lines of this policy shall be disclosed in
the Corporate Governance Report.
Complied with See Chapter II
Point II.35.
II.1.5. REMUNERATION
II.1.5.1. The remuneration of the members of the Board of Directors
shall be structured in such a way as to ensure the alignment
between their interests and the lomg-term interests of the company,
be based on performance evaluation and discourage excessive
risk-taking. To that effect, the remuneration shall be structured
according to the following: (i) The remuneration of directors, who
perform executive duties, shall integrate a variable component,
which determination depends on a performance evaluation, by
the company’s competent bodies, according to pre-determined
measurable criteria, which considers the real growth of the company
and the wealth, in fact, generated for shareholders, its long-term
sustainability and the assumed risks, as well as the compliance with
rules applicable to the company’s activity; (ii) The variable component
of the remuneration shall be globally reasonable when compared
to the fixed remuneration component, and maximum limits
Not complied with
See chapter 0
Point 04.
II.1.5.1