18. The board should meet with the necessary frequency to properly perform its functions, in accord-
ance with a calendar and agendas set at the beginning of the year, to which each director may
propose the addition of other items.
See section: C.1.29
19. Director absences should be kept to the bare minimum and quantified in the Annual Corporate
Governance Report.When Directors have no choice but to delegate their vote, they should do so with
instructions.
See sections: C.1.28, C.1.29 and C.1.30
Partially complies
Complies
Explain
Partially complies
Complies
Explain
20. When Directors or the Secretary express concerns about some proposal or, in the case of Directors,
about the company’s performance, and such concerns are not resolved at the meeting, the person
expressing them can request that they be recorded in the minute book.
21. The board in full should evaluate the following points on a yearly basis:
a) The quality and efficiency of the board’s operation;
b) Starting from a report submitted by the Nomination Committee, how well the Chairman and chief
executive have carried out their duties;
c) The performance of its committees on the basis of the reports furnished by the same.
See sections: C.1.19 and C.1.20
Partially complies
Complies
Explain
Partially complies
Complies
Explain
Not applicable
22. All Directors should be able to exercise their right to receive any additional information they
require onmatters within the board’s competence. Unless the Articles of Association or board regula-
tions indicate otherwise, such requests should be addressed to the Chairman or Secretary.
See section: C.1.41
23. All Directors should be entitled to call on the company for the advice and guidance they need to carry
out their duties. The company should provide suitable channels for the exercise of this right, extending in
special circumstances to external assistance at the company’s expense.
See section: C.1.40
Complies
Explain
Complies
Explain
Partially complies
Complies
Explain
25. Companies should require their Directors to devote sufficient time and effort to perform their
duties effectively, and, as such:
a) Directors should apprise the Nomination Committee of any other professional obligations, in case
they might detract from the necessary dedication;
b) Companies should lay down rules about the number of Directorships their board members can
hold.
See sections: C.1.12, C.1.13 and C.1.17.
Partially complies
Complies
Explain
24. Companies should organise induction programmes for new Directors to acquaint them rapidly
with the workings of the company and its corporate governance rules. Directors should also be
offered refresher programmes when circumstances so advise.
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