Common use of THE DIRECTORS Clause in Contracts

THE DIRECTORS. in the first meeting of the BOARD OF DIRECTORS, after the appointment by the general meeting of shareholders, elect the president of this body. (1) In case of objective circumstances, which make impossible the presence of the ADMINISTRATOR at the meeting of the BOARD OF DIRECTORS, he is obliged to notify the CHAIRMAN of this body, in the most appropriate way about such a situation. (2) In case of absence from any meeting, the ADMINISTRATOR is obliged to be informed at the next meeting, from the minutes about the problems, debates and decisions taken, proceeding accordingly. (1) THE ADMINISTRATORS undertake to request that in each meeting of the BOARD OF DIRECTORS to be presented by the executive director / executives reports on the operative management of the company, on the situation and evolution of economic indicators, mainly those in relation to which it is assessed. the performance of the ADMINISTRATORS as well as regarding the way in which the decisions of the general meetings of shareholders are carried out, including those regarding the payment of dividends to the shareholders and to follow (control even by survey) the way in which they are carried out. (2) THE ADMINISTRATORS participate, being able to have opinions different from those of the other administrators, in the elaboration of the annual management report of the BOARD OF DIRECTORS as well as in the one regarding the discharge at the end of the mandate conferred by this Agreement. (1) The administrators, as proxies representing the COMPANY and as proxies without representation of the shareholders who appointed them have the obligation to decide (obligation of means), based on the analysis of the reports and reports of the executive management, the most appropriate and efficient measures to achieve the object of activity of the COMPANY, in conditions of increased efficiency and fulfillment of performance criteria.

THE DIRECTORS. in the first meeting of the BOARD OF DIRECTORS, after the appointment by the general meeting of shareholders, elect the president and vice-president of this body. (1) In case of objective circumstances, which make impossible the presence of the ADMINISTRATOR at the meeting of the BOARD OF DIRECTORS, he is obliged to notify the CHAIRMAN of this body, in the most appropriate way about such a situation. (2) In case of absence from any meeting, the ADMINISTRATOR is obliged to be informed at the next meeting, from the minutes about the problems, debates and decisions taken, proceeding accordingly. (1) THE ADMINISTRATORS undertake to request that in each meeting of the BOARD OF DIRECTORS to be presented by the executive director / executives reports on the operative management of the company, on the situation and evolution of economic indicators, mainly those in relation to which it is assessed. the performance of the ADMINISTRATORS as well as regarding the way in which the decisions of the general meetings of shareholders are carried out, including those regarding the payment of dividends to the shareholders and to follow (control even by survey) the way in which they are carried out. (2) THE ADMINISTRATORS participate, being able to have opinions different from those of the other administrators, in the elaboration of the annual management report of the BOARD OF DIRECTORS as well as in the one regarding the discharge at the end of the mandate conferred by this Agreement. (1) The administrators, as proxies representing the COMPANY and as proxies without representation of the shareholders who appointed them have the obligation to decide (obligation of means), based on the analysis of the reports and reports of the executive management, the most appropriate and efficient measures to achieve the object of activity of the COMPANY, in conditions of increased efficiency and fulfillment of performance criteria. (2) Each ADMINISTRATOR uses all the skill, experience and all the means that will be made available to him by the COMPANY, in order to make decisions that will lead to the fulfillment of the provisions from the income and expenditure budget approved by the general meeting of shareholders. (1) THE ADMINISTRATORS participate in all the general meetings of the company. (2) THE ADMINISTRATORS formulate to the general meeting of shareholders proposals regarding the annual activity program and the perspective strategy of the COMPANY.