1E9Ct5D

edistributed between the board of directors, through the audit committee, and theexternal auditor.The new Securities Market Law regulates and defines the duties of the generaldirector, who is responsible for the management and day-to-day operations of thebusiness of the company, in accordance with the strategies and general instructionsestablished by the board of directors.As can be appreciated, the provisions regarding corporate governance of the SABestablished in the new law are closer to the functions that each corporate bodyactually carries out. In addition, such functions are specified with regard to theirpurpose and scope, which was not the case previously (for example, the generaldirector and the external auditor were not regulated and, therefore, the scope oftheir obligations and responsibilities was imprecise);b) With regard to minority rights, the new Securities Market Law establishes a stricterregulatory protection in order to avoid possible abuses of controlling shareholders.Below the principal minority rights regulated by the new law are summarized:i) The shareholders holding 5 percent of the voting shares, including limited orrestricted or non-voting, can exercise a civil action against board membersor officers;ii) The shareholders holding 10 percent of the voting shares, including limited orrestricted, may appoint and remove, in a general shareholders meeting, onemember of the board of directors;iii) The shareholders holding 10 percent of the voting shares, including limited orrestricted, may request the chairman of the board of directors or the chairmanof the corporate practices and audit committee or committees to call a shareholdersmeeting;iv) The shareholders holding 10 percent of the voting shares, including limited orrestricted, may request the postponement, on one occasion, for a period of threedays, of the vote on a matter about which they do not feel sufficiently informed;v) The shareholders holding 20 percent of the voting shares, including limited orrestricted, may oppose the resolutions of the general shareholders meetingswith respect to those matters they are entitled to vote on.Notwithstanding that, in general terms, we consider the adoption of themonist regulatory regime of company management that we referred to in subsectiona) immediately above to be correct, we think that a minority right that inpractice was highly efficient for avoiding abuses was the appointment of an examinerby the minority shareholders, which will not be possible under the new corporategovernance structure of the SAB; therefore the advisability of appointing anexternal auditor by and at the expense of the minority shareholders will have tobe analyzed;319Commercial Companies Regulated by the Securities Market Law