BOARD OF DIRECTORS AND BOARD COMMITTEES
As provided by law and the By-Laws, the Board of Directors is the highest management and representative body of the Company; it is therefore authorized to carry out, within the scope of the corporate purpose established in the By-Laws, any acts or legal transactions of administration and disposition of property, upon any legal title, except for those acts or transactions which are reserved by law or the By-Laws exclusively to the shareholders acting at a General Shareholders’ Meeting.
Notwithstanding the foregoing, the Board of Directors is basically configured as a supervising and controlling body, with the day-to-day management of the Company’s affairs being entrusted to the management decision-making bodies and the management team.
The powers reserved by law or the By-Laws exclusively to the Board of Directors, or any other powers required for the responsible exercise of its basic supervisory and controlling duties, or those delegated by the shareholders acting at a General Shareholders’ Meeting, may not be delegated unless the sub-delegation has been expressly authorized.
In any event, the Board of Directors may not delegate the following powers:
a) Supervision of the effective operation of the Committees that have been created and the actions of the delegated decision-making bodies and of the Executive Officers that it has appointed.
b) Determination of the general policies and strategies of the Company.
c) Authorization or waiver of the obligations arising from the duty of loyalty pursuant to the provisions of the Regulations of the Board of Directors.
d) Its own organization and operation.
e) Formulation of the Annual Financial Statements and submission thereof to the shareholders at a General Shareholders’ Meeting.
f) Formulation of any other kind of report required by law to be made by a board of directors, if the transaction referred to in the report cannot be delegated.
g) Appointment and removal of the Chief Executive Officers of the Company, and establishment of the terms of their contracts.
h) Appointment and removal of Executive Officers reporting directly to the Board or to one of its members, and establishment of the basic terms of their contracts, including the compensation thereof.
i) Decisions regarding the compensation of Directors within the framework of the By-Laws and any compensation policy approved by the shareholders in general meeting.
j) Call to the General Shareholders’ Meeting and preparation of the agenda and proposed resolutions.
k) Policy regarding treasury shares.
l) Powers that the shareholders in General Meeting have delegated to the Board of Directors, unless they have expressly authorized the sub-delegation thereof.
The Board of Directors may also not delegate the following powers:
a) Approval of the strategic or business plan, management goals and annual budget, investment and financing policy, corporate social responsibility and sustainability policy or dividend policy.
b) Determination of the policy for the control and management of risks, including tax risks, and supervision of the internal information and control policies.
c) Determination of the corporate governance policy of the Company and of the Group; organization and operation thereof, and particularly approval and amendment of its own Regulations.
d) Approval of the disclosure, contact and engagement policy for shareholders, institutional investors and proxy advisers, including the policy on communication of economic/financial, non-financial and corporate information.
e) Approval of the diversity policy in relation to the Board of Directors and the selection of directors.
f) Approval of the financial information that the Company must regularly publish due to its status as a listed company.
g) Definition of the structure of its Group of companies.
h) Approval of investments or transactions of any kind that, due to the high amount or special nature thereof, are of a strategic nature or particular tax risk, unless approval thereof is reserved to the shareholders at a General Shareholders’ Meeting.
i) Approval of the creation or acquisition of interests in special-purpose entities or entities domiciled in countries or territories considered to be tax havens, as well as other transactions or operations of a similar nature that, due to the complexity thereof, might undermine the transparency of the Company and its Group.
j) Approval, after a report from the Audit and Control Committee, of the transactions that the Company or companies of its Group enter into with Directors or with shareholders that individually or collectively with others hold a significant interest.
Under urgent and duly justified circumstances, decisions regarding the above matters may be made by the delegated bodies or persons, but must be ratified at the first meeting of the Board of Directors held after the decision is made.