1.2 Ficohsa Corporate
Governance
(GRI 2-9, 2-10, 2-11, 2-12, 2-13, 2-15, 2-17, 2-18, 2-20, 2-21)
Aware that the basis for promoting sustainable social and economic development that has a positive impact on society as a whole is solid corporate governance, with vision to generate a positive impact with the operation, working hand in hand with stakeholders on their expectations and needs as a focal point for good business practice.
1.2.1 General Meeting
of Shareholders
They are the supreme and sovereign organ of FG, bringing together the holders of securities in a collegial way, articulating their right to
intervene in decision-making. Is responsible for approving the financial statements, the allocation of profits and the payment of dividends. Appoints the external auditor and approves or ratifies certain strategic or extraordinary operations.
The sessions of the assemblies may be ordinary or extraordinary; in the case of ordinary meetings, the first shall be convened within 120
calendar days after the end of the fiscal year.
The General Meeting of Shareholders meets at least once a year on an ordinary basis, with the possibility of extraordinary meetings as
determined by the Board of Directors. They are carried out in accordance with the provisions of the Social Pact and the applicable law.
1.2.2 Ficohsa Group
Board of Directors
Followed by the Shareholders’ Meeting, the Board of Directors is the highest body responsible for the management of the Group.
Its functions include establishing the corporate strategy and authorizing the annual budget, as well as approving and ensuring compliance with internal policies and procedures, including the operation of internal control systems.
The composition of GFF’s Board of Directors is presented, reelected at the 2024 Ordinary Assembly.
Each subsidiary has its own Board of Directors.
On the appointment and evaluation of
Board members
For their appointment, both the Shareholders’ Meetings and the Boards of Directors have the power to propose their candidates, supported by the Corporate Governance Committee, in charge of evaluating, according to the needs ofthe business, the skills and knowledge of these.
Directors should therefore have a professional profile with extensive experience in positions in the financial industry and knowledge of trends in the sector.
1.2.3 Ficohsa Group Committees
and their functions
The Board of Directors is supported by a number of Governing Committees, with functions of support, study and proposal.
The Board itself appoints the members of the committees in accordance with their professional training, integrity, competence and experience; they are represented by directors who have experience appropriate to the functions and objectives of each of these bodies.
1.2.3 Ficohsa Group Committees and
their functions
The structure of Ficohsa Group´s Board of Directors Committees is organized in a staggered form into the following two (2) levels or components:
