The parent company has established a policy and a procedure for the prevention and handling of conflicts of interest at Group level. The purpose of the policy is to define how the Group prevents and identifies situations in which conflicts of interest may arise, receives reports of conflicts of interest, clarifies doubts about the existence of an actual or potential conflict of interest and implements appropriate procedures and measures to manage and address them.<\/p>\n
The policy and procedure for preventing and dealing with situations is part of the Parent Company’s Bylaws \u2013 Internal Regulations.<\/p>\n
In addition, Board members have a statutory duty of care and a duty of loyalty to the parent company. They must act with integrity and in the best interests of the parent company and maintain the confidentiality of non-publicly available information.<\/p>\n
They must also refrain from obtaining advantages and personal benefits to the detriment of the parent company, unless authorized by the general assembly of the shareholders of the parent company or the Board of Directors.<\/p>\n
Board members must contribute their expertise and devote the necessary time and attention to their duties. They should disclose their other professional commitments, including significant non-executive commitments to companies, to the Nomination Committee of the Board both before taking up their duties and whenever there is a significant change during their term of office.<\/p>\n
The Parent Company\u00a0 discloses in the Annual Report the interests of the members of the Board of Directors in other companies.<\/p>\n
The existence of a sufficient number of non-executive members in the composition of the Board of Directors contributes to the monitoring and criticism of the decisions of the top executives and greater independence and objectivity in the decision-making.<\/p>\n