Complies
Explain
Partially complies
Complies
Explain
12. The number of independent Directors should represent at least one third of all board members.
See section: C.1.3
13. The nature of each director should be explained to the General Meeting of Shareholders, which
will make or ratify his or her appointment. Such determination should subsequently be confirmed
or reviewed in each year’s Annual Corporate Governance Report, after verification by the Nomina-
tion Committee. The said Report should also disclose the reasons for the appointment of proprietary
Directors at the urging of shareholders controlling less than 5% of capital; and explain any rejection
of a formal request for a board place from shareholders whose equity stake is equal to or greater than
that of others applying successfully for a proprietary Directorship.
See sections: C.1.3 and C.1.8
14. When women Directors are few or non existent, the Nomination Committee should take steps to
ensure that:
a) The process of filling board vacancies has no implicit bias against women candidates;
b) The company makes a conscious effort to include women with the target profile among the candi-
dates for board places.
See sections: C.1.2, C.1.4, C.1.5, C.1.6, C.2.2 and C.2.4.
Partially complies
Complies
Explain
Not applicable
15. The Chairman, as the person responsible for the proper operation of the Board of Directors,
should ensure that Directors are supplied with sufficient information in advance of board meetings,
and work to procure a good level of debate and the active involvement of all members, safeguarding
their rights to freely express and adopt positions; he or she should organise and coordinate regular
evaluations of the board and, where appropriate, the company’s chief executive, along with the
chairmen of the relevant board committees.
See sections: C.1.19 and C.1.41
16. When a company’s Chairman is also its chief executive, an independent director should be
empowered to request the calling of board meetings or the inclusion of new business on the agenda;
to coordinate and give voice to the concerns of external Directors; and to lead the board’s evaluation
of the Chairman.
See section: C.1.22
Partially complies
Complies
Explain
Partially complies
Complies
Explain
Not applicable
17. The Secretary should take care to ensure that the board’s actions:
a)Adhere to the spirit and letter of laws and their implementing regulations, including those issued
by regulatory agencies;
b) Comply with the company Articles of Association and the regulations of the General Shareholders’
Meeting, the Board of Directors and others;
c) Are informed by those good governance recommendations of the Unified Code that the company
has subscribed to.
In order to safeguard the independence, impartiality and professionalism of the Secretary, his or her
appointment and removal should be proposed by the Nomination Committee and approved by a full
board meeting; the relevant appointment and removal procedures being spelled out in the board
regulations.
See section: C.1.3
Partially complies
Complies
Explain
222
Annual Corporate Governance Report
Annual
Report 2013
BME
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