Directors are chosen for a period of three years, after which they must be completely renewed. In addition to this, the Board will also be renewed in its entirety prior to the stipulated period when there is a vacancy in the roles of titular director and his/her alternate, or also when shareholders choose to do so in an Ordinary or Extraordinary Shareholders Meeting.
For the elections of the Board members, shareholders can propose candidates for the Director position prior to the General Shareholders Meeting where they will be put to a vote.
Regarding independent directors, in accordance to the law, in order to be able to be elected as independent directors, candidates must be proposed by shareholders who represent 1% or more of the Company’s shares at least ten days in advance from the proposed General Shareholders Meeting in which board members will be elected. The independent director candidate and his/her respective alternate, on their end, with no less than 2 days prior to the abovementioned Shareholders meeting.
The Chief Executive Officer must inform shareholders at least two days prior to the beginning of the Shareholders Meeting, through the means that s/he esteems pertinent, and on the Company’s website, the list of candidates for the Director position, that, in each case, have accepted their nomination and which have declared that they are able to fulfill their role. In the case where the Company is unable to inform shareholders prior to the Shareholders Meeting, providing the list of candidates at the beginning of the Shareholders Meeting will suffice.
It is possible to add new candidates to the list in the same Shareholders Meeting if the person which proposes the candidate presents a document through which the candidate accepts his/her nomination and declares that they are able to fulfill the role.
Shareholders have one vote for each share they own or represent, and may accumulate them in favor of one person or distribute their votes in the way that they see fit, the resulting elected members will be those who accumulate the most amount of votes during one single voting round, until the number of seats of the Board are filled. In the case of alternate directors, the mere choice of a director includes an alternate who has been previously nominated for that director.
