123
ANNUAL REPORT AND CONSOLIDATED ACCOUNTS 2013
I.3.
Companies shall not establish mechanisms
intended to cause mismatching between the right
to receive dividends or the subscription of new
securities and the voting right of each common
share, unless duly justified in terms of long-term
interests of shareholders.
Adopted
No such mechanisms are
established under the Bylaws.
I.4.
The company’s articles of association that provide
for the restriction of the number of votes that may
be held of exercised by a sole shareholder, either
individually or in concert with other shareholders,
shall also foresee for a resolution by the general
assembly (five year intervals), on wether that
statutory provision is to be amended or prevails -
without super quorum requirements as to the one
legally in force - and that in said resolution, all votes
issued be counted, without applying said restriction.
NA
The Company’s articles of
association set no limit to the
number of votes to be issued
by a shareholder.
I.5.
Mesures that required payment or assumption of
feesby the company in the event of change of control
or change in the composition of the Board and
that which appear likely to impair the free transfer
of shares and free assessment by shareholders of
the performance of Board members, shall not be
adopted.
Adopted
No such measures have been
established or adopted.
II. SUPERVISION, MANAGEMENT AND OVERSIGHT
II.1. SUPERVISION AND MANAGEMENT
II.1.1.
Within the limits established by law, and
except for the small size of the company, the board
of directors shall delegate the daily management
of the company and said delegated powes shall
be identified in the Annual Report on Corporate
Governance.
Adopted
Parte I
Numbers 15. 16. 17
of Annex I of this
Corporate Governance
Report
II.1.2.
The Board of Directors shall ensure that the
company acts in accordance with its objectives and
shall not delegate its responsabilities as regards the
following: i) define the strategy and general policies
of the company; ii) define business structure of the
group; iii) decisions considered strategic due to the
amount, risk and particular characteristics involved.
Adopted
Parte I
Numbers 27 and 29
of Annex I of this
Corporate Governance
Report
