Corporate Governance
Grupo Rotoplas adheres to the strictest corporate governance norms and respects all applicable legislation in every country in which it operates. The company has a code of ethics to which all personnel must adhere, including management and members of the Board.
The Board of Directors is made up of 14 directors that are named by the General Shareholders Meeting. It meets every three months and as of December 31st, 2014, 50% of the members were independent directors, a number which is above what is required by the Mexican Securities Market Law (Ley del Mercado de Valores, LMV) that establishes that at least 25% of the members have to be independent.
The Board of Directors is our legal representative and is authorized to take any action in connection with our operations not expressly reserved to our shareholders. Based on the company’s internal regulation and the LMV, among other things, the Board of Directors has the authority to: authorize the company’s general strategy; oversee the management of the company and its subsidiaries; approve, always considering the opinion of the audit and corporate practice committees: (i) transactions with related parties, subject to certain limited exceptions; (ii) the election of our chief executive officer, his compensation and removal for justified causes and policies for the description and comprehensive compensation package of other executive officers; (iii) the guidelines for our internal control and internal audit and those of our subsidiaries; (iv) our consolidated financial statements and those of our subsidiaries; (v) unusual or non-recurring transactions and any transactions or series of related transactions during any calendar year that involve (a) the acquisition or sale of assets with a value equal to or exceeding 5.0% of our consolidated assets or (b) granting collateral or guarantees or the assumption of liabilities, equal to or exceeding 5.0% of our consolidated assets, and (vi) contracts with external auditors; call shareholders’ meetings and execute their resolutions; the annual submission to our general shareholders’ meeting of (i) the chief executive officer´s report, and (ii) the opinion of the Board of Directors in respect to such report; any transfer by us of shares in our subsidiaries; creation of special committees and granting them power and authority, provided that the committees will not have the authority which by-law or under our bylaws is expressly reserved for the shareholders or our Board of Directors; determine how to vote the shares that we hold in our subsidiaries; and the exercise of general powers in order to achieve our corporate purpose.
The company’s strategies are reviewed periodically by the Board of Directors and the committees, which are all presided by independent directors. In compliance with the LMV, the company has an audit committee and a corporate practice committee, each made up of three members of the Board of Directors.
The audit committee’s main duties are, among others: supervising our external auditors, analyzing the audit reports made by the company accountants, informing the board of our internal controls, supervising the execution of related party transactions, requesting reports from our executive officers when needed, informing the board of any irregularities, supervising the activities of our executives, and providing an annual report to the Board.
The corporate practices committee’s principal duties with respect to corporate practices are: rendering an opinion to the Board of Directors in connection with the company’s performance and management, requesting and obtaining opinions from independent third-party experts, calling shareholders’ meetings, providing assistance for preparing the annual reports and presenting to the Board of Directors an annual report on the activities of the Board.
Further, Rotoplas has a compensation committee whose purpose it is to assist our Board of Directors in reviewing our organizational structures and making sure they are consistent with our strategy, including salaries and compensation policies, reviewing ethical values and relationships among our employees, proposing initiatives to improve the work environment, and proposing methodologies to improve our organizational development processes. The compensation committee meets at least once every quarter.
The company’s strategies are reviewed periodically by the Board of Directors and the committees, which are all presided by independent directors.