General description
In accordance with the Bylaws, the administration of the Company is in charge of a Board of Directors and a General Director who will perform the functions established by the LMV. The members of the Board of Directors are elected, as a general rule, by the shareholders of the Company at its annual ordinary general meeting, except that the Board of Directors appoints provisional directors, without the intervention of the shareholders' meeting, in cases of resignation. or lack of appointment of the alternate.
The Board of Directors will be made up of a minimum of five (5) and a maximum of twenty-one (21) proprietary directors, of which at least twenty-five percent (25%) must be independent.
Any shareholder or group of shareholders that owns at least 10% or more of its capital stock has the right to appoint and revoke a member.
The Board of Directors meets at least once every three months.
The Bylaws establish that the shareholders may appoint an alternate director to occupy the position in substitution of a proprietary director. The alternate directors of the independent directors must also have that character.
Independent Directors shall be understood as those persons who are not prevented from performing their functions free of conflicts of interest and who comply with the requirements of the LMV to be considered as such, the provisions emanating from it, and in the laws and regulations of jurisdictions and stock exchanges or markets where the Company's securities are listed, if applicable.
The Board of Directors appointed and ratified during the Ordinary General Shareholders' Meeting held on April 24, 2018, is made up of 18 proprietary directors, who will last in their position until the persons appointed to replace them take up their positions, they may be re-elected indefinitely and will receive the emoluments determined by the Ordinary General Shareholders' Meeting.