IBERSOL • 2023 Integrated Management Report
CORPORATE GOVERNANCE REPORT The Audit Board is responsible for overseeing the Company´s activity in accordance with law and Company’s Articles of Association. The diversity and consolidated professional experience of the members of the Board of Directors and the members of the Audit Board are described respectively in the following points 19 and 33, and the structure and composition of the Board of Directors, with 5 members, 2 executive and 3 non-executive, of the Audit Board and of the Statutory Auditor is demonstrably appropriate to the size of the Company, being the necessary and sufficient to ensure the minimization of risks to which the company is exposed inherent to its specific activity, as well as it also proves to be adequate to ensure the necessary efficiency in the exercise of the functions assigned to each of these members, being that the non- executive members of the management body exercise all their necessary direct collaboration with the corporate objectives to which they are attached. In 2023, the are no termination of duties by anymembers of the company’s governing bodies. For each electoral general meeting, the proposals for election of the members of the governing bodies must be accompanied by due grounds regarding the suitability of the profile, knowledge and curriculum to the function to be performed by each candidate, and the company does not have a nominations committee, as this does not deemed to be necessary given the structure and organic/functional dimension of the company. The General Meeting of 26 May 2023 approved the Internal Policy for Selecting and Evaluating the Adequacy of the Members of the Company’s Management and Supervisory Bodies, which can be consulted in full at: https://www.ibersol.pt/investidores/assembleias-gerais/2023/ AGProposals1a8.pdf It should be noted, however, that in the light of the above-mentioned Selection Policy, the Remuneration Committee also has delimited competence, supplementarily, in this matter of appointments in the sense that Point 4 of the above-mentioned Policy states the following: ”Responsibility for evaluating the suitability of candidates for members to integrate the Board of Directors and the Audit Committee to be elected at the General Meeting will be the responsibility of the proposing shareholder or shareholders, or, at the request of the proposing shareholder or shareholders, to the Remuneration Committee with the powers set out in article 399 of the Commercial Companies Code.”. 288
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