Organization and functioning

Notice of meetings

The Board normally meets on a monthly basis. Its Chairman holds initiative for convening such meeting whenever he/she sees fit for the efficient performance of its functions and the good operation of the Company.

Besides this, the Chairman must convene a meeting of the Board when at least two of its members request this.

Board meetings are convened by written notice addressed personally to each Director, with the necessary documentation about the intended agenda, at least one day before the date of the meeting, except in extraordinary circumstances.

The Board drafts an annual schedule of dates and matters in respect of its ordinary meetings.

The Board held eleven (11) meetings in 2007, all of which were attended by the Chairman.

Information and external advice for Directors

The Board of Directors Regulations permit Board members to freely request information from Senior Management, informing the Company's Chairman of this, and to request whatever additional information they may reasonably need from the Chairman, the Chief Executive Officer or the Secretary of the Board.

The Board of Directors Regulations also establish that, in order to assist them in discharging their duties, Directors may request the engagement, at the Company's expense, of legal, accounting and financial consultants and other experts for major, complex problems. The request for the engagement of external consultants must be made to the Company Chairman, and the Board of Directors may only reject the request in limited circumstances.

Lastly, there is a specific statutory provision that enables members of the Audit and Control Committee to be assisted by experts in the discharge of their duties.


In accordance with the Articles of Association and the Board of Directors Regulations, if a Director cannot attend a meeting, he/she must try to grant a special written proxy to another Board member that includes the appropriate instructions, if the agenda allows.


The Board meeting is validly convened when at least half of its members are present or represented.

Unless a legal or statutory provision establishes other quorums, resolutions are adopted by absolute majority of those in attendance.

In the event of a tie on any issue, the Chairman has the casting vote.

Progress of meetings and minutes of the session

The Board of Directors Regulations confer on its Chairman the mission of stimulating the debate and active participation of Board members during its meetings, ensuring that they are free to adopt positions and express opinions.

When drafting the minutes, the Board Secretary shall place on record the concerns expressed by the Directors or by the Secretary over any specific proposal or on the smooth running of the Company and which have remained unresolved at the meeting.

Third-party liability insurance

The Company has arranged third-party liability insurance for the Directors and other parties.