pany. This system aims to boost the value that the Board and its members give to the company and its goals. [4.7, 4.10]
In 2008, Fluidra established a system to assess possible con- flicts of interest of Board members8 who sit on other boards of directors, as proposed by the Appointments and Remune- ration Committee. [4.6]
Risk Management [1.2, 4.9, 4.11, EC2]
Within the framework of EU and international laws, there is a growing trend for companies to be held criminally liable for offences committed by them, on their behalf and/or for their benefit. Specifically, Organic Law 5/2010, of 22 June, which came into force on 23 December 2010, passed an amend- ment to the Criminal Code of 1995 whereby sentences were made harsher and legal entities could be held criminally lia- ble for their actions for the first time in Spain.
Fluidra therefore pays special attention to risk management through a number of measures designed to detect offences and prevent its employees and external collaborators from committing them. In 2011, a major project was undertaken to diagnose Fluidra’s exposure to the risk of offences being committed within the company. The diagnosis was made by consultants of recognised prestige who conducted an exhaustive assessment of all of the company’s areas of bu- siness. All of the business units based in Spain [SO2] were examined in order to determine the potential risk of offences being committed. A series of recommendations were made divided by areas whose objective, once implemented, is to ensure that Fluidra has the control measures in place to pre- vent the potential offences identified from being committed.
In order to implement these recommendations, a plan of ac- tion is being drawn up that covers the company’s various bu- siness areas to ensure that the controls put in place by Fluidra are sufficiently robust to deal with the potential risk of all pos- sible offences. A number of measures have been included in the plan of action, such as modifying Fluidra’s Code of Ethics, which will be published in the 2012 business year, reviewing and implementing current internal protocols, creating new internal procedures, giving specific training about this issue and exercising strict controls on the effectiveness of these measures.
A training course is currently being designed that will initially be given to all employees based in Spain in the 2012–2013 business year and to the rest of the employees in the Group in a second phase. [SO3]
1.http://
www.fluidra.com/sites/resources/docs/es/ReglamentoConsejoAdministracixndefinitivosaprobados_080611.pdf 2.
http://www.fluidra.com/sites/resources/docs/es/Texto_refundido_RIC_agosto2011.pdf 3.http://
www.fluidra.com/sites/resources/docs/es/ReglamentoJuntaGeneraldefinitivosaprobados_080611.pdf 4.
http://www.fluidra.com/sites/resources/docs/es/CODIGO_ETICO_castellano.pdf 5.
http://www.fluidra.com/sites/resources/docs/es/Estatutos_definitivos_aprobados_080611.pdf 6.http://
www.fluidra.com/sites/resources/docs/es/IGC_Fluidra_2011.pdf 7.
http://www.fluidra.com/sites/resources/docs/es/2012_JGA_Informe_Retribuciones2011.pdf 8.
http://www.fluidra.com/sites/resources/docs/es/Renovacion_pacto_parasocial.pdf
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