138
RECOMMENDATIONS
(July 18
th
2013 Corporate Governance law in
)
Details of the
adoption of the
recommendation
II.1.4.
Except for small-sized companies, the Board of Directors and General
and Audit committee, depending on the model adopted, shall create the nec-
essary committees in order to:
a) Ensure a competent and independent assessment of the performance of
the executive directors and its own overall performance, as well as of others
committees;
b) Reflect on the system structure and governance practices adopted, verify
its efficiency and propose to the competent bodies, measures to be imple-
mented with a view to their improvement.
Not applicable
There are no specialised
committees of the Board
of Directors.
Part I
Numbers 25. and 27.
of this Corporate
Governance Report
II.1.5.
The Board of Directors or the General and Audit Committee, depending
on the applicable model, should set goals in terms of risk-taking and create
systems for their control to ensure that the risks effectively incurred are con-
sistent with those goals.
Adopted
Part I
Number 50.
of this Corporate
Governance Report
II.1.6.
The Board of Directors shall include a number of non-executive mem-
bers ensuring effective monitoring, supervision and assessment of the activity
of the remaining members of the board.
Adopted
Part I
Numbers 17. and
18. of this Corporate
Governance Report
II.1.7.
Non-executivemembers shall include an appropriate number of independ-
ent members, taking into account the adopted governance model, the size of the
company, its shareholder structure and the relevant free float. The independence
of the members of the General and Supervisory Board and members of the Audit
Committee shall be assessed as the law in force states. The othersmembers of the
Board of Directors are considered independent if the member is not associated
with any specific group of interests in the company nor is under any circumstance
likely to affect an exempt analysis or decision, particularly due to:
a. Having been an employee at the company or at a company holding a control or
group relationship within the last three years;
b. Having, in the past three years, provided services or established commercial
relationship with the company or company with which it is in a control or
group relationship, either directly or as a partner, board member, manager
or director of a legal person;
c. Being paid by the company or by a company with which is in a control group re-
lationship besides the remuneration arising from the exercise of the functions of a
boardmember;
d. Living with a partner or a spouse, relative or any first degree next of kin and
up to and including the third degree of collateral affinity of board members or
natural persons that are direct and indirectly holders of qualifying holdings;
e. Being a qualifying shareholder or representative of a qualifying shareholder.
Adopted
Part I
Number 18.
of this Corporate
Governance Report
