A. The Board of Directors comprises 11 proprietary members who have no alternates. Of this number, 9 are independent. This annual report provides information on all of the Board’s members, identifying those who are independent and the Committees in which they participate.
B. Three Committees assist the Board of Directors in carrying out its duties: Audit, Corporate Practices, and Planning and Finance. Board members participate in at least one committee each. All three committees are headed by an independent board member. The Audit and Corporate Practices Committees are formed by independent members only.
C. The Board of Directors meets every two months. Meetings of the Board can be called by agreement of the Chairman of the Board, the President of the Audit Committee, the President of the Corporate Practices Committee, the Secretary of the Board or of at least 25% of its members. At least one of these meetings is dedicated to defining the company’s medium and long term strategy.
D. Members must inform the Chairman of any conflicts of interest that may arise, and abstain from participating in the corresponding deliberations. Average attendance at Board meetings was 94% during 2014.
E. The Audit Committee studies and issues recommendations to the Board on matters such as the selection and determination of fees to the external auditor, coordinating with the internal audit area of the company, and studying accounting policies, among others.
F. The company has internal control systems with general guidelines. These are submitted to the Audit Committee for its opinion. In addition, the external auditor validates the effectiveness of the internal control system and issues the corresponding reports.
G. The Planning and Finance Committee evaluates all matters relating to its particular area and issues recommendations to the Board on matters such as feasibility of investments, strategic positioning of the company, alignment of investment and financing policies, and review of investment projects.
H. The Corporate Practices Committee is responsible for issuing recommendations to the Board on such matters as employment terms and severance payments for senior executives, and compensation policies, among others.
I. There is a department dedicated to maintaining an open line of communication between the company and its shareholders and investors. This ensures that investors have the financial and general information they require in order to evaluate the company’s development and progress.