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Corporate Governance Report
Section II – Board of Directors
II.8. If the Chairman of the Board performs
executive duties, indicate the mechanisms
for coordinating the work of non-executive
members to ensure the independent and
informed nature of their decisions
The Chairman of the Board, exercising executive
functions, undertake the necessary coordination
mechanisms with other members of the Board,
particularly with the non-executive, by means
of permanent and direct information, without
any constraints that prevent independent and
informed decisions.
II.9. Identification of main risks to economic,
financial and legal matters that society is
exposed to in the pursuit of its activity.
As developed in Section II.5, the unpredictability
of developments on financial markets may
result in increased financing costs, while from a
financial point of view the main risk is that society
is exposed to interest rate risk.
Moreover, operating in the food sector, possible
epidemics or distortions in the markets for
raw materials as well as possible changes in
consumption patterns can have significant
impacts on economic standpoint.
As for legal risks, they do not take significant
dimension to the corporate structure, since it can
be considered contained in its various spheres
materials, in the normal and low-risk, both in
terms of regulatory litigation promoted by public
regulatory bodies applicable to the sector activity
and it is not noted as relevant judicial litigation
or any other extra-judicial litigation, both
commercial, employment or other.
II.10. Powers of the Board, particularly
regarding deliberations of a capital increase
The powers of the Board are assigned by the
Companies Code and those contained in Articles
4, paragraph 2, 8, 11 and 12 of the Association
Articles.
Regarding the deliberations of a capital increase,
the contract of society in its article 4 paragraph
2 authorizes the Board of Directors to resolve
capital increase of up to one hundred million
euros.
II.11. Information about the policy of rotation
of functions on the Board, including the
responsibility for financial matters and on
the rules governing the appointment and
replacement of members of the administration
and supervision
The policy of rotation of functions on the Board,
including the responsibility for financial matters
and the rules governing the appointment and
replacement of members of the administration
and supervision under the Companies Code, still
follows the understanding that such requirement