Annual report - Viscofan

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VISCOFAN 2006 ANNUAL REPORTAnnual corporate governance report 2006B.1.14. Indicate the procedures for appointment, reappointment, assessment and removal of directors. Detail the bodies in charge,the required steps and the criteria applicable to each procedure.Article 26 of the articles of association provides as follows:“The powers of representation and administration of the Company shall be entrusted to a Board of Directors, comprising not lessthan three or more than nine Directors.The appointment of Directors shall rest with the General Meeting, in pursuance of article 137 of the Companies Act.”Article 27 prescribes that:“A Director need not be a shareholder to be appointed. The term of office of Directors shall be six years from the date ofappointment.Directors' appointments shall expire when, their term of office having elapsed, the next general meeting is held or the legal periodlapses for the meeting that must decide on the approval of the previous year's financial statements.The General Meeting and, failing this, the Board itself, may appoint from among Directors a Chairman, a First Vice Chairman, aSecond Vice Chairman, a Third Vice Chairman and a Secretary (who need not be a Director) of the Board, and those officers shallact in those same capacities in the General Meeting. The appointment of the Chairman and of any Vice Chairman by the Board shallconform to the requirements of article 141(2) of the Companies Act for the purposes of article 30 of these articles of association.”Article 6 of the Rules and Regulations of the Board provides as follows:“The Board of Directors shall be made up of such number of Directors as the General Meeting determines, within the limits set bythe articles of association.The Board shall propose to the General Meeting such membership size as, according to the changing circumstances of the Company,best suits due representation on and effective operation of the Board.”Article 8 prescribes that:“Directors shall be appointed by the General Meeting or by the Board itself in those events stipulated by law.The Board shall lay before the General Meeting its nominations for appointment or re-election of Directors, within the limits setforth in the articles of association, on the basis of a proposal by the Appointments Committee. Such nominations shall include areasonable number of independent Directors and shall seek to maintain a majority of non-executive Directors.”Moreover, article 14 of the Rules and Regulations of the Board of Directors prescribes the creation of the Appointments Committee,and prescribes as follows:“Within the Board of Directors there shall operate an Appointments Committee.The role of the Appointments Committee shall be to endeavour to ensure that Directors and senior executives are selected suitablyand with integrity. Committee members shall be appointed by a plenary session of the Board, and shall not be fewer than three innumber.The appointment and removal of Committee members shall rest with the Board of Directors. Committee members shall cease tohold office automatically upon ceasing to hold their directorships.”B.1.15. Indicate under what circumstances directors are obliged to resign:Article 27 of the Rules and Regulations of the Viscofan Board provides as follows:“A Director shall tender his resignation to the Board and formalise such resignation if the Board thinks fit in the following events:a) conflicts of interest or prohibition of holding office, as legally defined; orb) his presence on the Board might pose a risk to the Company's interests, or the reasons for which he was appointedare no longer extant.”52
B.1.16. Indicate whether the role of chief executive of the company rests with the chairman of the board. If so, explain the stepstaken to limit the risks of concentrating powers in a single person:YesXNoThe role of chief executive of the Company rests with the Chairman of the Board. All the Company’s major transactions arepreviously assessed by the Executive Committee and, if appropriate, by the Board, and by every Committee within the assignedscope of activity of which those transactions fall.B.1.17. Besides legally mandatory qualified majority voting, is a qualified majority required for a given kind of decision?YesNoXDescribe how the board of directors passes its resolutions, at least indicating the attendance quorum and the type of majorityneeded to carry a decision:Adoption of resolutionsResolution description Quorum Majority typeAll The Board is quorate if one half Resolutions are carried by anthe membership and onemember are present in personor by proxy.absolute majority of Directorspresent. In a tied vote, theChairman has the casting vote.B.1.18. Indicate whether there are any specific requirements for appointment as chairman, other than those relating to directorships:Description of requirementsYesNoXB.1.19. Indicate whether the chairman has the casting vote:Subjects to which casting vote appliesArticle 28 of the articles of association:YesXNo“Resolutions are carried by an absolute majority of Directors present. In a tied vote, the Chairman has the casting vote.”Article 7 of the Rules and Regulations of the Board prescribes the same terms.53
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Annual Report 2006
Page 4 and 5: VISCOFAN ANNUAL REPORT 2006Letter f
Page 7 and 8: In 2006, our initiatives, results a
Page 9 and 10: Milestones of Company history1975 1
Page 11 and 12: Financial highlightsViscofan’s pe
Page 13 and 14: Board of DirectorsChairmanDirectors
Page 15 and 16: Corporate strategyThe market in art
Page 17 and 18: consistent with the value our produ
Page 19 and 20: 497.220052006374.783.657.446.626.7
Page 21 and 22: CasingsThe casings market showed a
Page 23 and 24: Performance bygeographical regionRe
Page 25 and 26: Preserved vegetables (IAN Group)In
Page 27 and 28: Today, Viscofan has twenty strategi
Page 29 and 30: Workforce evolution4.2132.9863.4442
Page 31 and 32: programme of control and monitoring
Page 33 and 34: applied throughout the production p
Page 35 and 36: Registro Mercantil de Navarra (Regi
Page 37 and 38: Directors' payThe articles of assoc
Page 39 and 40: Share price performance in 20061701
Page 41: CellulosePlastic casingsCellulose c
Page 44 and 45: VISCOFAN 2006 ANNUAL REPORTAnnual c
Page 50: VISCOFAN 2006 ANNUAL REPORTAnnual c
Page 53: B.1.10. Disclose, in aggregate term
Page 57 and 58: If applicable, name the person(s) c
Page 59 and 60: B.1.31. Disclose any holdings of co
Page 61 and 62: The Audit Committee was created und
Page 63 and 64: company and company directors or ex
Page 65 and 66: With regard to market risk and risk
Page 67 and 68: Article 22(c) of the Rules and Regu
Page 69 and 70: 1.- There were approved the balance
Page 71 and 72: E. 11. Indicate if the company is a
Page 73: Viscofan’s business andfinancial
Page 77 and 78: Consolidated income statements for
Page 79 and 80: Consolidated statements of changes
Page 81 and 82: 3.2. Comparison of informationThe c
Page 83 and 84: Potential tax benefits from tax los
Page 85 and 86: Replacements of property, plant and
Page 87 and 88: 4.7. Leases(a) Finance leases:The G
Page 89 and 90: Derivative financial instruments ar
Page 91 and 92: Recoverable amounts are calculated
Page 93 and 94: the accrued expense, an asset is re
Page 95 and 96: Current and deferred tax is recogni
Page 97 and 98: At 31 December 2006 the Group compr
Page 99 and 100: Amounts recognised at the date of a
Page 101 and 102: 8. Other Intangible AssetsDetails o
Page 103 and 104: Details of non-current deferred tax
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Spain have open to inspection by th
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(b) Merger reservesThese reserves d
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At 31 December 2006 and 2005 detail
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The Group also contracts exchange r
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Pension liabilities comprise define
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19. Trade payables, Other Payables
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Canadian Pound Czech PolishUS Dolla
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The table below shows interest accr
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The average headcount of the Group
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Details of remuneration by director
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30. Subsequent EventsOn 30 January
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The Viscofan Group ends 2006 with f
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Operations with the board of direct
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ActivityRegistered officesManufactu
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Geographical segments Europe North
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Changes inTranslationconsolidated31
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IncorporacionesTranslationconsolida
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Retained earningsLegal Special Volu
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Viscofan’s business andfinancial
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Shareholders’ Equity and Liabilit
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Income 2006 2005Operating incomeNet
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4. Significant Accounting Principle
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(h) Compensation for termination of
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5. Intangible AssetsDetails and mov
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At 31 December 2006 plant and machi
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9. DebtorsDetails at 31 December 20
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During 1999 this revaluation was in
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The Company has credit and discount
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16. Other CreditorsDetails at 31 De
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During the year deductions of Euros
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22. Information Relating to the Dir
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The legally required cash flow stat
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Furthermore, the installation of ne
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Reserves1996Special Merger Voluntar
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Sources 2006 2005Funds generated fr
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United StatesVISCOFAN USA Inc.50 Co
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Annual report - Viscofan

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