Annual Report 2014 BME
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 candi-
b) The company makes a conscious effort to include women with the target profile
among the candidates for board places.
See section: C.1.2, C.1.4, C.1.5, C.1.6, C.2.2 and C.2.4.
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
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 section: C.1.19 and C.1.41
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 Nomina-
tion 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