Annual Report 09 - Viscofan

44Viscofan TodayLetter from the ChairmanViscofan WorldwideMilestones of Company historyA guide to Viscofan productsGroup structureSignificant shareholdingsBoard of DirectorsOrganisational ChartCorporate StrategyStrategic vectorsCreation of value: market and strategyBusiness performance2009 highlights2009 financial resultsCorporate responsibilityGood governance practicesViscofan in the stock marketHuman resourcesViscofan and customers, a commitmentto quality, service and safety food.Research, development and innovationViscofan and the sustainabilityViscofan S.A. and subsidiariesNotes to the consolidated financial statementsConsolidated Director’s ReportViscofan, S.A.Notes to the Viscofan S.A. financial statementsViscofan S.A Directors’ ReportAnnual corporate governance reportDirectory of Viscofan sitesAs a result of these measures, attendance at the last General Meeting held on June 3 2009 represented 79.54%of capital, 7p.p. more than at the previous General Meeting held on June 3 2008. Of this percentage, 1.14% werepresent and 64.82% were represented, having exercised their right to delegate. 13.58% voted by postal ballot,while the amount of electronic voting was insignificant. These figures firmly establish a high rate of shareholderinvolvement in Viscofan General Meetings over recent years, above the average for listed companies.shareholder service number: +34 948 198 436. The Company also has a team of people to keep shareholdersinformed and to cater to their request and needs.Board of DirectorsThe Board of Directors is the body in charge of representing and managing the Company.Its basic function is the overall supervision of all the aspects that form part of Viscofan, and, as appropriate, ofthose companies that make up the Viscofan group.In addition to those matters reserved solely for the Board by law, matters that are the sole province of theplenary Board meeting include the company’s general policy and strategy, and in particular, among others: thestrategic or business Plan, the investment and financing policy, policy on corporate governance and corporatesocial responsibility; remuneration policy, the naming and evaluation of senior management; risk control andmanagement policy, as well as the periodic monitoring of internal information and control systems, includingmarkets, and public opinion; the duties of organisation of the Board itself.To perform the functions to the required standards of diligence, the Board holds regular meetings. In 2009, theBoard met 12 times.The Company’s articles place no restrictions on the appointment of Directors by the General Meeting or onreappointment for successive terms.Furthermore, as explained in the Annual Corporate Governance Report, the Board has followed the proposalsmade by the Remuneration and Appointments Committee on the appointment of independent directors andit has kept the information relating to the profile of all its directors, their voting rights in the Company, andthe remuneration policy adopted, including the remuneration received from all items during 2009, which weresubmitted for a consultative vote at the General Meeting held on June 3 2009.