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Report on Corporate Governance
and Ownership Structure 2013
Annual Report
2013
Sustainability
Report 2013
Half-year
Report 2014
Company Introduction
Foreword
Mission and international growth
Code of Ethics
Social responsibility and corporate citizenship
Corporate governance system
Bylaws
Corporate governance structure
Ownership structure
Structure of share capital
Restrictions on the transfer of shares
Significant shareholdings
Geographical distribution of shareholders
Shares – special rights
Mechanism for exercising voting right
Shareholders’ agreements
Change-of-control clauses
Powers to increase the share capital
Management and coordination activities
Further information - References
Corporate governance system
Shareholders’ Meeting
Board of Directors
Role and functions
Chairman
Delegated bodies
Appointment, composition and term of office
Succession plans
Remuneration system
Committees
Remuneration Committee
Appointments Committee
Control and Risk Committee
Combined Independent Management Committee
Board of Statutory Auditors and External Auditors
Board of Statutory Auditors
External Auditors
Induction sessions
Internal control and risk management system
Code of Ethics and principles
Enterprise Risk Management system
Executive responsible for preparing corporate accounting documents
Internal Auditor
Departments with specific control functions
Model 231
Internal control and risk management system in relation to the financial reporting process
Regulatory System
Notifications Procedure
Anti-Corruption Procedure
Antitrust Code of Conduct
Related-party transactions
Market Abuse Procedure
Relations with shareholders and investors
Unbundling model
Changes to the corporate governance structure after the end of the financial year
Summary tables
Annex 1
Annex 2
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Changes to the corporate governance structure after the end of the financial year
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10. Changes to the corporate governance structure after the end of the financial year
No significant changes occurring after the year-end have been noted.
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