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Report 2014
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Report 2014
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Report 2014
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Report on Corporate Governance and Ownership Structure 2014
Executive Summary
Shareholders
Composition of the Board of Directors
Functioning of the Board of Directors
Remuneration
Control and risk system
Board of Statutory Auditors
Company presentation
Introduction
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 breakdown of shareholders
Securities – special rights
Mechanism for exercising voting rights
Shareholder 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
Compensation Committee
Appointments Committee
Control and Risk Committee
Combined Independent Management Committee
Board of Statutory Auditors and External Auditors
Board of Statutory Auditors
External Auditors
Board induction sessions
Internal control and risk management system
Code of Ethics and principles
Enterprise Risk Management system
Executive responsible for preparing corporate accounting
Internal Auditor
Departments with specific control functions
Model 231
Internal control and risk management system in relation to the financial reporting process
Regulatory System
Procedure for notifications
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
Annex 3
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10. Changes to the corporate governance structure after the end of the financial year
No significant changes occurring after year-end have been noted.
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