105
ANNUAL REPORT AND CONSOLIDATED ACCOUNTS 2012
As developed in Section II.5, the unpredictability of
developments on financial markets may result in in-
creased financing costs, while from a financial point
of view, the main risk that society is exposed to, is an
interest rate risk.
Moreover, operating in the food sector, possible epidem-
ics or distortions in the markets for raw materials as well
as possible changes in consumption patterns can have
significant impacts on economic standpoint.
As for legal risks, they do not take significant dimension
to the corporate structure, since it can be considered con-
tained in its various spheres materials, in the normal and
low-risk, both in terms of regulatory litigation promoted
by public regulatory bodies applicable to the sector activ-
ity and it is not noted as relevant judicial litigation or any
other extra-judicial litigation, both commercial, employ-
ment or other.
II.10. Powers of the Board, particularly regarding de-
liberations of a capital increase.
The powers of the Board are assigned by the Companies
Code and those contained in Articles 4, paragraph 2, 8, 11
and 12 of the Association Articles.
Regarding the deliberations of a capital increase, the con-
tract of society in its article 4 paragraph 2 authorizes the
Board of Directors to resolve capital increase of up to one
hundred million euros.
II.11. Information about the policy of rotation of
functions on the Board, including the responsibility
for financial matters and on the rules governing the
appointment and replacement of members of the
administration and supervision.
The policy of rotation of functions on the Board, including
the responsibility for financial matters and the rules gov-
erning the appointment and replacement of members of
the administration and supervision under the Companies
Code, still follows the understanding that such require-
ment will apply to the end of two terms from the date of
beginning of validity of the recommendation contained
in section II.2.5 of the Code of Corporate Governance in
its previous wording (the latter with effect from Septem-
ber 2007). Thus, such rotation there would at the end of
the current term (2009/2012).
II. 12. Number of meetings held by the Management
and Supervisory Bodies as well as reference to the
minutes of those meetings.
Also in accordance with the Company articles of as-
sociation, the Board of Directors normally meets once
each quarter and, besides that, any time the Chairman
or two of its members summon it; the resulting resolu-
tions should be contained in the respective minutes. The
Board of Directors can only deliberate if a majority of its
members are present or represented and resolutions
will be decided by majority of issued votes. The Board of
Directors met ten times and the Statutory Audit Commit-
tee five times over the course of financial year 2012. The
Executive Committee regular meets twice a moth, and
has met twenty two times in the year 2012. The board
of directors and statutory audit committee meeting min-
utes are contained in the respective books.
II.13. Indication about the number of meetings of
the Executive Committee or the Board of Directors,
as well as the holding of minutes of these meetings
and it´s sent, together with the calls, as appropri-
ate, to the Chairman of the Board of Directors, the
Chairman of the Audit or the Audit Committee, the
Chairman of the Supervisory Board and the Presi-
dent’s Commission for financial issues.
Refer to the terms of the information provided in the pre-
ceding paragraph, noting that the Executive Committee
met on 22 occasions in 2012, and provides the minutes
to the Board of Directors and the Chairman of the Super-
visory Board. Therefore it is not applicable any formal call
of these organs.
II. 14. Distinction of the executive members of the
non - executives, and among these, discrimination of
