BOARD OF DIRECTORS

 

 

The Board of Directors shall consist of a minimum of five and a maximum of fifteen owners advisers, of whom at least twenty-five per cent should be independent. For every owner adviser will be appointed to their respective substitute adviser, on the understanding that the substitute advisers of the independent advisers should have the same character. The owner advisers and may or may not be representatives of the shareholders, as follows:

 

Will be appointed as institutional advisors seventy-five percent of the directors, who shall be nominated by the shareholders of the Company.

 

Will be appointed as independent advisors to persons which not take active part in the capital of financial intermediaries, who are partners of counterparties.
 

Owner adviser, once appointed, and in the same assembly that designates, will propose to the Assembly to their respective substitute advisers.

 

Board of Directors Members are designate for a period of one year, with the possibility of being reappointed.

 

Faculties of the Bord of Directors.

 

The Board of Directors has the powers to the bodies of their class attributed by the laws and statutes, which without limitation and may not exhaustive:

 

I. Approve guidelines and policies related to the affairs of the Company;

II. Approve the services that will provide the Company and determinate the rates charged for them;

III. Designate or remove the CEO;

IV. Approve the annual budget income, expenditure and investment of the Company;

V. Authorize the transfer of command over the shares representing the capital of the Company;

VI. Propose to the General Assembly of Shareholders of the Company, contributions to social capital by shareholders;

VII. Convene the General Assembly of Shareholders when appropriate;

VIII. Constitute and integrate committees if it is necessary or desirable for the relief and resolution of specific issues;

IX. Receive and approve the reports and find out the resolutions to be submitted by the committees, the Chairman and CEO;

X. Order repayment of the capital shares of the Company, in terms of the provisions of the statutes;

XI. For the exercise of the powers referred to in this article, the Board of Directors shall have the powers issued in the company's statutes.

Appointment of the Board Directors Members

 

The appointment of these members will be made by agreement of the shareholders meeting at Ordinary General Assembly.

 

Shareholders representing at least ten percent of the share capital of the Company shall be entitled to appoint an adviser.

 

Being independent directors, in addition, the appointment must be madeby individuals who serve as presidents, vice presidents, directors, CEO or executives with the rank immediately below that of the CEO:

A) Institutions whose securities are registered or listed on a stock exchange;

B) Institutions representing the business sector, either;

C) Institutional investors.