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Annual Accounts

254

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-

dates;

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

Partially complies

Explain

Not applicable

Complies

X

Partially complies

Explain

Not applicable

Complies

X

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

Partially complies

Explain

Complies

X

Partially complies

Explain

Complies

X

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