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Vocento Social


Corporate 2005 Governance report

Following the adoption of the Board Rules, we believe that we substantially comply with the recommendations of the Unified Corporate Governance Code. Our corporate practices only vary from these recommendations in the following respects:

• We have one more director than the maximum number recommended by the Unified Corporate Governance Code;

• Less than one-third of our directors are independent directors, this being due to the large number of shareholders represented on the Board;

• Under our Board Rules we can delegate to the Delegate Committee the right to approve some decisions and transactions which the Unified Corporate Governance Code provides should not be generally delegated. Under our Board Rules the Board only reserves the right to approve our general policies and strategies, and in particular (i) the strategic or business plan, management targets and annual budgets, (ii) the investment and finance policy, (iii) the structure of the corporate group, (iv) the corporate governance policy, (v) the corporate social responsibility policy, (vi) the remuneration and evaluation of senior officers, (vii) risk control and management, and the periodic monitoring of internal information and control systems and (viii) the dividend policy, as well as the policies and limits applying to treasury stock; and

• The majority of the members of our Nomination and Remuneration Committee and its Chairman do not have to be independent Directors.