Annual report 2004 (English) - PDF 3546K - Imperial Tobacco

4
Corporate
Governance
The Altadis Group has always strived to implement best practices in its corporate
governance and has operated within the framework of rules on internal procedure
since its creation. In line with the standards and regulations in force, Altadis
publishes a corporate governance report that is highly detailed on this subject,
thereby responding to lawmakers’ legitimate demands for transparency. In 2004,
Altadis undertook a sweeping revision of its internal rules in order to update them
for compliance with new rules and current requirements.
New Rules of Procedure for the Annual General Meeting
were therefore submitted to and approved by the Annual
General Meeting of Shareholders on June 15, 2004,
detailing the Meeting’s organization and operating principles
in compliance with applicable business legislation.
The Rules of Procedure of the Board of Directors and
Executive Committee were also amended in 2004 to bring
them in line with legal recommendations and principles
of good governance. Accordingly, the directors’ obligations
with respect to confi dentiality, non-competition, loyalty
and diligence were reinforced. In addition, the information
to be presented in public documents was expanded, and
cases in which persons have ties to the directors must now
be taken into account.
At the same time, the internal rules of conduct concerning
stock market transactions were improved and now include
details on the defi nition, communication and resolution of
confl icts of interest and the defi nition and use of privileged
information. The Internal Audit Department was made
responsible for ensuring fulfi llment of the obligations and
adherence to the procedures incorporated in these rules.
Board of Directors
The Board of Directors exercises the powers of
management, control and representation conferred by
the Spanish Act concerning corporations and bylaws.
The Board defends the interests of shareholders and is
committed to continuously enhancing corporate value.
The Board exercises the following responsibilities:
• approval of the Group’s general strategy;
• defi nition of the overall management-team
compensation policy;
• approval of the treasury stock policy;
• identifi cation of the Group’s main risks and monitoring
of the internal control and information systems designed
to minimize them;
• in general, the authorization of any disposals
or acquisitions of major Group assets and major
transactions concerning the Group’s share capital.
The Board of Directors is primarily made up
of independent directors.