Annual report - Viscofan

VISCOFAN ANNUAL REPORT 2006Good governance practicesThe Código de Buen Gobierno Corporativo (“Code ofGood Corporate Governance”) is the code of ethicsof the governing bodies of listed companies. Its mainpurpose is to make a company's structure andbusiness goals compatible with the protection ofshareholders' interests.A company’s annual corporate governance reportensures that the code is followed and regularlyreviewed.The key features of the Code of Good CorporateGovernance are contained in its recommendations.These are non-binding guidelines to help companiesimplement good governance practices.Viscofan views good corporate governance as highlyimportant. When the Code was published, theCompany started a process of review and ongoingimprovement of its corporate governance. Viscofanhas adopted most of the Code’s recommendations,and states its reasons in any instance where itdeparts from the Code.For the same purpose as the Code and followingsimilar principles, Viscofan has introduced internalrules in its various governing bodies.• Rules and Regulations of the General Meeting:This text lays down the rules governing theGeneral Meeting to ensure transparency andsafeguard shareholders' rights and their access toCompany information.The rules stipulate the formalities of calling,attending and recording General Meetings, and ofaccess to prior information by shareholders.• Rules and Regulations of the Board of Directors:This text was approved by the Board of Directorson 30 March 1999 and amended on 23 February2004.The rules help ensure the Company is properly runby setting down the principles of action of theBoard of Directors and its organisational andoperating requirements, the standards of conductof Directors and the overarching principles thatshould guide their decisions.• Internal Code of Conduct on Matters Relating tothe Securities Market: The Internal Code ofConduct on Matters Relating to the SecuritiesMarket was approved by the General Meeting on24 July 2003 and amended on 14 June 2004.Corporate governance at the Viscofan Group,therefore, is subject to applicable laws andregulations and, furthermore, to the followinginternal rules:• Articles of association: These are the basic rulesgoverning the Company and all its bodies. Thearticles set out the main features and operatingprinciples of the General Meeting, the Board ofDirectors, the Executive Committee and the AuditCommittee.This Code lays down rules of conduct to ensurethat the institutional and personal acts ofCompany Directors and employees strictlycomply with current laws and regulations ontransparency in the markets and to protectinvestors’ interests.All these internal rules are available to shareholdersand the general public on the Company website(www.viscofan.com), on the CNMV (the Spanishsecurities market regulator) website, and from the32