The Board of Directors has a formal procedure in place for ongoing improvement:
i. To detect and implement future improvements in its organization and operations.
Explanation: - The Company has an evaluation procedure for its performance as an entity. This was approved in the Board’s ordinary session on December 16, 2015 and in its essence consists of an analysis conducted by a third party, but every two years. The first evaluation took place in 2016.
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NO |
ii. To detect those areas where members can strengthen and continue improving.
Explanation: The Company does not adopt the practice, without prejudice to evaluating it in the future. |
NO |
iii. To detect and reduce organizational, social or culture barriers that could be inhibiting the natural diversity of capacities, visions, characteristics, and conditions that could be found in the Board of Directors if such barriers did not exist.
Explanation: The Company does not adopt this practice, without prejudice to evaluating it in the future. |
NO |
iv. That, without prejudice to legal obligations, it expressly contemplates 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 those, 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 fulfill their functions with a degree of diligence and care that the law requires, without prejudice to what 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 |
v. That expressly contemplates 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: Although there are certain relevant protocols in place, the Company does not consider this matter as part of them. However in contingency or crisis situations, the Board of Directors will meet as often as necessary to address them.
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NO |
vi. That contemplates the advice of an external expert for detecting and implementing these future improvements or strengthening areas.
Explanation: The Company adopts this practice, stating that an evaluation process has been carried out by an expert outside the Company in 2016, and will be repeated in 2018.
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NO |
vii. Regarding the detection referred to in numbers i through iii above, it is done at least on an annual basis.
Explanation: As mentioned above, the Company conducted a Board of Directors evaluation exercise in 2016, and will do so again in 2018.
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NO |
