The members of the Delegate Committee reflect the compo- sition of the Board and the balance between executive mem- bers, dominical directors and independent directors.
Audit Committee The Audit Committee is made up of two dominical directors and an independent director. Its main functions and res- ponsibilities are based on the monitoring and control of the internal audit systems and financial systems, as well as en- suring compliance with regulations, legal requirements, the fulfilment of the Internal Code of Conduct and the rules of Good Governance of the company in general.
The Board of Directors is mainly responsible for representing and managing the company and for carrying out all the du- ties described in the company’s Articles of Association, with the exception of those that are expressly reserved for the Ge- neral Shareholders’ Meeting.
In accordance with recommendation No. 8 of the Unified Code, in a plenary session the Board has reserved the right to approve the following policies and general strategies of the company:
• Investment and finance policy. • The definition of the Group’s corporate structure. • Corporate governance policies. • Policies on corporate social responsibility. • The strategic or business plan, management goals and annual expenditure.
• Remuneration and performance evaluation policy for se- nior management.
• Policies on risk management, the regular monitoring of internal information and control systems.
• Dividend and treasury stock policies and, in particular, their limits.
In 2011, the Board of Directors met a total of seven times.
Executive or Delegate Committee The Executive or Delegate Committee is made up of the Exe- cutive Director, three dominical directors, and an indepen- dent director.
Since 2009, the Audit Committee has also been responsible for ensuring the fulfilment and dissemination of Fluidra’s Code of Ethics, as well as for processing and responding to queries and/or complaints submitted by employees of Flui- dra through the Ethical Channel. This is carried out by the Committee for the Promotion of the Code of Ethics, a body made up of the various managers of the Audit, Legal and Human Resources departments. The body was duly created within the framework of the implementation of the Code of Ethics in 2009.
Appointments and Remuneration Committee The Appointments and Remuneration Committee is made up of two independent directors and one dominical director. The main purpose and responsibilities of the Committee are to inform and propose to the Board of Directors the appointment of directors and senior managers, as well as to establish the appropriate remuneration criteria for these ca- tegories.
In 2008, the Committee designed a variable pay scheme for the Board, which was put into practice in 2009 and was still being used in 2011. This system makes it possible to link the remuneration of directors to the performance of the organi- sation. In line with trends in good governance, changes to the system have been planned for future business years. [4.5]
The Committee also established an internal self-assessment system for the Board, which contributes to the overall value of the work carried out by individual board members and by the Board as a whole in terms of its management of the com-
The Corporate Governance Fluidra is governed by values deeply rooted in the company such as transparency and honesty
34 (
SHAREHOLDERS AND INVESTORS
ACCIONISTAS E INVERSORES
Page 1 |
Page 2 |
Page 3 |
Page 4 |
Page 5 |
Page 6 |
Page 7 |
Page 8 |
Page 9 |
Page 10 |
Page 11 |
Page 12 |
Page 13 |
Page 14 |
Page 15 |
Page 16 |
Page 17 |
Page 18 |
Page 19 |
Page 20 |
Page 21 |
Page 22 |
Page 23 |
Page 24 |
Page 25 |
Page 26 |
Page 27 |
Page 28 |
Page 29 |
Page 30 |
Page 31 |
Page 32 |
Page 33 |
Page 34 |
Page 35 |
Page 36 |
Page 37 |
Page 38 |
Page 39 |
Page 40 |
Page 41 |
Page 42 |
Page 43 |
Page 44 |
Page 45 |
Page 46 |
Page 47 |
Page 48 |
Page 49 |
Page 50 |
Page 51 |
Page 52 |
Page 53 |
Page 54 |
Page 55 |
Page 56 |
Page 57 |
Page 58 |
Page 59 |
Page 60 |
Page 61 |
Page 62 |
Page 63 |
Page 64 |
Page 65 |
Page 66 |
Page 67 |
Page 68 |
Page 69 |
Page 70 |
Page 71 |
Page 72 |
Page 73 |
Page 74 |
Page 75 |
Page 76