IBERSOL | Integrated Management Report - 2024
INTEGRATED MANAGEMENT REPORT 2024 ments and/or change of control in said subsidiaries, as well as the sale of the business or certain assets of those subsidiaries, and are therefore perfectly in line with the international market standards in force in the field in question. Recommendation IV.2 .1. - Despite the fact that the non-executive di- rectors have not appointed a coordinator among themselves, it can be seen in practice that the non-executive directors, acting in mutual collaboration, benefit from agile communication with the other execu- tive and non-executive directors and have access to the conditions and means necessary for the proper performance of their duties, and that the Board of Directors carries out an annual assessment of its own per- formance, both in terms of its collective performance and the individual performance of the executive members and non-executive members, emphasising the analysis of the parameters of good compliance with the strategic plan and budget outlined for the company, assessing the risk management process, as well as placing this assessment at the level of the relationship with the other company bodies and the Remunera- tion Committee. In this sense, and as mentioned in point 18 above of this Report, the non- executive directors fulfil their duties in the context of a mutual and integrated functional coordination between them which has promoted, in all aspects, an effective and efficient response from them to the demands of their respective corporate mandates. Recommendation IV.2.4. - As the Board of Directors is made up of three non-executive members and considering, as stated in point 18 above of this Report, that member Maria Deolinda Fidalgo do Couto does not fulfil the independence criteria in this area, it is understood, on the one hand, that member Maria do Carmo Guedes Antunes de Oliveira fulfils all the necessary independence requirements in the exercise of her po- sition on the Board of Directors, thus ensuring, through this approach, compliance with Recommendation IV.2.4, to the effect that the num- ber of non-executive directors meeting the independence criteria is not less than one third of the total number of board members. In addition, although Professor Juan Carlos Vazquez-Dodero de Bonifaz has held his position continuously since 1999 as a result of successive elections held at subsequent general election meetings, this circumstance does not, in itself, represent a factor in his non-independence, but is merely 325
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