composition and responsibilities
In December 2002, upon the listing of its shares on the Online
Stock Market and consistent with the Code’s recommendations,
the Company established within the framework of its Board of
Directors an Audit Committee and a Compensation Committee.
The Code’s requirement that the independent Directors constitute a majority of members of the Audit Committee and the Compensation Committee was complied with only with respect to the latter. This decision is consistent with the provisions of the Governance Agreements that apply to the designation of members of the Committees of the Board of Directors.
A broad outline of the powers attributed to each Committee (except for the Committee of Independent Directors) is defined in the Governance Agreements.
Each Committee has its internal operating rules, which were submitted to the Board of Directors for approval, can hold meetings trough audio/videoconferencing and relies on the support of the appropriate corporate department. A Secretary of the Committee must draw up minutes of each Committee meeting. Each Committee must provide regular reports to the Board of Directors on the work performed.