Our Company is built on the foundations of integrity and the highest standards of ethics, and we always guarantee strict adherence to the legislation in force in all the countries where we operate. The structure and responsibilities of our Board of Directors, the Statement of Ethics and all the activities undertaken by the Company are in compliance with the best practices of Corporate Governance.
Our Board of Directors is charged with overseeing the management of the business.
Membership and frequency
- The Board of Directors is comprised only by statutory members.
- Members are appointed each year by the General Ordinary Shareholders’ Assembly
- Independent directors should make up a minimum of 25% of the total amount; currently, 45% of all Directors are independent.
- Minority shareholders, whose shares represent a minimum of 10% of owners’ equity for the Company, have the right to choose a Director, who may only be removed when the other Board members are also removed. To date, 29.49% of Company shares are traded among the investor public.
- The participation of officers of the Company and its subsidiaries is limited, and the only the CEO is a member of the Board.
- The Board of Directors meets at least four times a year; during 2016 there were five sessions held in an ordinary manner, as well as one additional, extraordinary session.
- The Board evaluates the performance of each Director.
- Independent Directors are experienced in the core business of the Company.
- The Board has access to independent advisers.
- The Chairman of the Board is neither allowed to act as Secretary nor to preside over any Board Committees.
- Choose the President and CEO of the Company.
- Act as adviser/consultant for top management of the Company.
- Work actively with Top Management to develop overall strategies for the Company and its subsidiaries.
- Oversee the management of the Company and its subsidiaries.
- Approve information policies and communication with shareholders and the market.
- Ensue that overall strategy is in line with the Company’s principles of Corporate Responsibility.
The Board of Directors obtains the support of two Committees for its duties; said committees must conduct in-depth analysis of subjects pertaining to its field of expertise and offer recommendations to the Board so it may study the information and make the right decision, creating value for our shareholders and stakeholders.
As of March 31, 2016, the Board of Directors includes 11 statutory Directors, four of whom are women.