Good 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 will have a positive impact on society, as a whole, is havig a solid corporate governance, with a vision to generate a positive impact with the operation, working hand in hand with stakeholders in relation to their expectations and needs as a focal point for good business performance.
Competencies and guidelines of Good Corporate Governance
General Assembly of Shareholders
It is the supreme and sovereign organ of FG and brings together the
holders of our titles in a collegiate manner, articulating their right to
intervene in decision-making. It is responsible for approving the financial statements, the destination of profits, and the payment of dividends. Appoints the external auditor and approves or ratifies certain strategic or extraorinary operations.
The sessions of the Assemblies can be ordinary or extraordinary, in the
case of the ordinary ones the first one must be convened within 120 calendar days after the close of the fiscal year.
The Shareholders’ General Assembly meets at least once a year ordinarily, with the possibility of extraordinary sessions as determined by the Board of Directors. These are developed as determined by the Social Pact in compliance with the applicable law.
In 2023 100% of the members of the Assembly attended the ordinary sessions held.
The Board of Directors of Ficohsa Group
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 enforcing internal policies and procedures, including the operation of internal control systems.
We present the composition of the Board of Directors of FFG, reelected in the Ordinary Assembly of 2023.
Each subsidiary has its own Board of Directors. The average length of service of its directors is 10 years.
On the Appointment and Evaluation of Board Members
For their appointment, both the Shareholders’ Assemblies and Boards of Directors have the power to propose their candidates, supported by the
Corporate Governance Committee charged with evaluating, according to
the needs of the business, the competencies and knowledge of these.
Directors should therefore have a professional profile with extensive
experience in positions in the banking industry and knowledge of the
trends to which the sector is headed.
Internal or Executive Directors
Their participation may be for periods of three years with the option of re-election without limitations.
External Directors of Assets
Owners of shares and do not work in the
Group’s companies.
Independent External Directors
Those whose membership in the Ficohsa Group is solely and exclusively as a member of the Board of Directors.
Their participation can be for periods of three years with the option of re-election without limitations
The remunerations of the Board of Directors and its committees are the responsibility of the General Assembly of Shareholders, which consist of attendance and fixed monthly remunerations.
Committees Ficohsa Group and their Functions
The Board is supported by a series of Steering Committees, with support, study, and proposal functions. It is the Board itself that establishes the members of the committees according to their professional training, integrity, competencies, and experience, which are represented by experienced Directors according to the functions and objectives of each of the committees
Financial Group is organized in a staggered manner in the following two (2) levels or components:
1. Committees of the Board of Directors of Ficohsa Group, S.A.
2. Country Committees for Audit, Risk, and LA-FT
Under this scheme, the structure of the Board of Directors Committees always originates in the Board of Directors of the parent company, Ficohsa Financial Group, and for some specific areas, such as Audit, Risks, and LA-FT, descends at the country level.