The Corporate Governance structure of SalfaCorp S.A. is headed by a board of directors made up of seven members, shareholders or not, elected by the Company's Shareholders' Meeting. They remain in office for a period of three years, after which the board is re-elected or totally renewed.
Its main function, regulated by Law N°18,046 on Corporations, is to manage the company. In addition, it represents SalfaCorp S.A. in all the acts necessary for the fulfillment of its corporate purpose. To achieve this end, it has all the powers of administration and disposition that the law or the bylaws do not establish as exclusive to the General Shareholders' Meeting.
The Board of Directors appoints a General Manager who is vested with the powers of a commercial factor and all those expressly granted by the Board of Directors. The position of Chairperson of the Board of Directors and General Manager may not be held by the same person.
On a monthly basis, the board of directors meets to evaluate and guide the development of the company, and annually reports to the shareholders of the Company's activities at the Ordinary General Meeting of Shareholders.
Its members receive remuneration subject to the consideration of the shareholders at the annual Ordinary General Meeting, and there are no plans or policies aimed at remunerating the directors with shares of the Company.
Likewise, in accordance with the provisions of Article 50 of Law N°18,046, the Board of Directors of the Company appoints three of its members as members of a Committee of Directors that ensures the interests of minority shareholders.
The Directors' Committee meets periodically to address issues of special relevance to the Company, being responsible for examining the reports of the external auditors, the balance sheet and financial statements, pronouncing on them prior to their presentation to the shareholders; the proposal to the board of directors of the external auditors and risk classifiers that will be suggested to the Ordinary Shareholders' Meeting; the examination of the background and information with respect to the operations referred to in Articles 44 and 89 of the Law on Public Limited Companies and the issuance of a report with respect to such operations, and the examination of the system of remuneration of principal executives.