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Integrity & leadership
CORPORATE GOVERNANCE
Structure
In Grupo Rotoplas we are committed to generate value for our stakeholders according to our values and to the Rotoplas Way. On this basis, we follow the highest standards of corporate governance, strengthening due diligence in the decision-making process.
The General Shareholders’ Assembly is responsible for appointing members of the Board of Directors, upon shareholders´ proposal; the financial statements and accounts of the company are also approved every year therein.
The Board of Directors consists of 15 members, 7 of which are independent members, representing 47%, the average seniority is of 9 years in office.
The directors are appointed in the Assembly upon shareholders´ proposal, and their appointment is renewable yearly. Grupo Rotoplas makes sure that all directors comply with their loyalty, diligence and informed judgment duties, through the implementation of an induction and update process on the Company´s internal policies, the Code of Ethics and Conduct, as well as the description of their main duties and responsibilities.
Meetings of the Board of Directors are quarterly. However, their duties are defined in Grupo Rotoplas´ bylaws. Grupo Rotoplas has three committees that assist the Board of Directors in the performance of its duties: Audit Committee, Corporate Practices Committee and Compensations Committee.
In order to have an excellent operation, Grupo Rotoplas has a management team led by people with the highest standards of honesty, technical quality and professional experience in their subject, being responsible for carrying out the daily operations. Directors participate monthly in the Strategic Review Meeting (SRM), in which strategic issues of the company are followed-up. In addition to the SRM, the follow up of all strategic projects are weekly reviewed in the Project Management Office (PMO) meetings.
Ethics
In Grupo Rotoplas we promote the performance and execution of tasks according to our values, which include integrity shown as honesty, justice, and ethics, among others, when operating.
We have a Code of Ethics and Conduct, which includes the general rules of conduct and specific community rules for relations among employees and with other stakeholders. Compliance with the Code of Ethics and Conduct is mandatory for employees, directors and shareholders of Grupo Rotoplas and its subsidiaries.
Prohibitions for the execution of acts involving any form of corrupt practices, including extortion and bribery, as well as conflicts of interest requirements are the most important topics specified in our Code of Ethics and Conduct.
When joining Grupo Rotoplas, we give the Code of Ethics and Conduct to our new employees and they are trained to comply with it and they commit to implement it and respect it. Also, periodically, we perform campaigns to remind featured contents of the Code of Ethics and Conduct ether through online training or by giving talks in our plants. During 2016, 2,180 employees spent 1 hour in these trainings.
We also developed specific training in terms of corruption prevention for executives, middle managers and employees of our administrative and support teams, with a participation of 64.0%.
We offer our employees the Confía Rotoplas (Trust Rotoplas) service, which includes a telephone line and a specific website to report any breaches of the Code of Ethics and Conduct and the company’s values. The system is managed externally, and by a third party and all complaints received are submitted to the Ethics and Conduct Committee, who is responsible for establishing appropriate measures, including penalties, if any, as well as to inform the Board of Directors.
Risk management
Our performance considers a proactive risk management, under a precaution approach, in order to be prepared before those internal and external circumstances that could cause situations thereon.
We have a risk map that we regularly update and it is the basis on which we implement measures to maintain or mitigate them, which are monitored by our internal control system. Internal audit processes are complemented with third-party assessments. The Audit Committee analyzes the results of the different evaluations and reports to the Board of Directors quarterly.
Our main risks are classified as: Market, Regulatory framework, Operational framework and Financial framework.
Grupo Rotoplas operates according to its values, and pursuant the law and our internal guidelines in terms of ethics, compliance with procedures and rules provided for the different operation processes, with constant monitoring and evaluation by audits.
