Summary Annual Report 2011 - Gamesa

usiness
ethics
one of Gamesa's corporate responsibility principles is
to support and defend corporate governance based on
transparency and on mutual trust with shareholders and
investors.
Gamesa's governance structure rests on two main bodies:
the General shareholders' meeting and the board of
Directors.
the General shareholders’ meeting decides by majority
vote on the issues within its competence. all shareholders
are bound by the resolutions of the General meeting,
without prejudice to their legal right to challenge them.
the board of Directors is the supreme representative
and decision-making body of the Company except in the
matters reserved for the General shareholders' meeting.
the board's mission is to safeguard and promote the
corporate interests of Gamesa and its shareholders,
maximising the company's economic value in a
sustainable way. the board is governed by the board of
Directors regulation (www.gamesacorp.com/en).
the policies approved by the board of Directors
cover Crime prevention and anti-Fraud, Control and
management of risks and opportunities, Dividends,
Corporate social responsibility, treasury stock,
investment and Financing, and Corporate Governance.
the board has an executive Committee with the power to
adopt decisions, and two special committees with powers
to provide information, advice, proposals, oversight and
control: the audit and Compliance Committee and the
appointment and remuneration Committee.
172 Gamesa > 2011 annual report > sustainability
the executive Committee, which was created in January
2012, comprises five members and provides support to the
board of Directors’ decision-making in a context marked
by the company’s increasing globalization; it has the
power to adopt decisions, allowing them to be taken more
quickly, rapidly and directly.
the company's Chairman is also Ceo and, accordingly,
holds the position of first executive. Gamesa limits the
risk of concentrating power in a single person in several
ways, including the appointment of a lead independent
Director and reservation of specific powers for the
executive Committee.
the board of Directors is comprised of renowned
specialized professionals with experience and expertise in
the area of corporate responsibility. the board of Directors
and the appointment and remuneration Committee
propose the appointment of candidates, and submit that
proposal to the General meeting of shareholders.
the board of Directors of Gamesa complies with the
principle of diversity, as it is comprised of both men and
women. Women accounted for 20% of the board in 2011,
i.e. exceeding the average in ibex 35 companies (10%).
there are five (of a total of ten) external and independent
directors on the board, compared with just two executive
directors.
the board of Directors devotes at least one meeting per
year to assessing its own performance and that of its
committees, and the performance of the Chairman.