The Board of Directors has a formal procedure in place for ongoing improvement.
- To detect and implement future improvements in its organization and operations.
Explanation:
- The Company adopts this practice given that every two years the Board is evaluated by a third party, process that will be conducted again in 2018.
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SI |
- To detect those areas where members can strengthen and continue improving.
Explanation:
- The Company does not adopt this practice given that the Board of Directors is an entity and its strengthening and improvement should be dealt with together and not regarding individual Board Members.
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NO |
- To detect and reduce organizational, social or culture barriers that could be inhibiting the natural diversity of capacities, visions, characteristics, and conditions that would exist in the Board of Directors if such barriers were not present.
Explanation:
- The Company does not adopt this practice, however it is currently evaluating its implementation.
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NO |
- That, without prejudice to legal obligations, it expressly includes the determination of a minimum number of regular meetings, the average minimum amount of in-person and remote time dedicated to them, and how far in advance the summons should be sent and the necessary background information for proper conduct of the meetings, recognizing the particular characteristics of the entity as well as the diversity of experiences, conditions and knowledge in the Board of Directors, according to the complexity of the matters to be discussed.
Explanation:
- The Company does not adopt this practice, given the impossibility of establishing ex ante the minimum formalities of the subjects to be discussed by the Board of Directors due to their variance and relevance.
- Additionally, it is the individual responsibility of each board member to comply with its functions with a degree of diligence and care that the law requires, without prejudice that the Company should expect and demand of its Board Members that they dedicate the care and time necessary for meeting their fiduciary duties and the best business interest.
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NO |
- That expressly includes the change, in the event it is relevant, of the structure of the organization and operations of the Board of Directors in contingency or crisis situations.
Explanation:
- The Company adopts this practice since the Board of Directors agreed that in situations of contingency or crisis defined by the President, he may call for its constitution by the means of communication available to him such as email, telephone, WhatsApp, text message , etc, indicating the place where the session will be held and the matters to be discussed in order to deal with the crisis. They may also meet remotely through technological means, without the need for face-to-face attendance, and one of the assistant directors may act as secretary.
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NO |
- That includes the advice of an external expert for detecting and implementing these future improvements or strengthening areas.
Explanation:
- The Company adopts this practice given that every two years the Board is evaluated by a third party, process that s will be conducted again in 2018.
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SI |
- Regarding the detection referred to in numbers i through iii above, it is done at least on an annual basis.
Explanation:
- The Company conducts an evaluation of the Board of Directors every two years, and will do so again in 2018.
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NO |