For many years, Socotherm Americas has stuck to a consistent policy to enhance and improve its corporate management which is ruled by the effective Argentine legislation (mainly No. 19.500 Act on Commercial Companies and its amendments), Decree No. 677/01, the standards set out by the National Securities Commission and its Statute.
The Company has two different types of shares –Class A and Class B- of same face value but carrying a different number of votes. Class A shares grant its shareholders five votes per share whereas Class B shares grant only one vote per share in the Company’s Shareholders’ meetings.
Regardless the fact that Shareholders’ meetings can be summoned by the Company’s Board, the Shareholders’ General Meeting in which the annual accounting state is approved and authorities are elected shall take place before the thirtieth of April each year.
The Board
Socotherm Americas admits to the legal and ethical duties of its shareholders. As such, its Board adheres to the best practices of corporate management, particularly when it comes to the independence of the directive.
Our President and the other Board members supervise on the Company’s operations. They are held responsible both for the design and implementation of the business strategy and for identifying the opportunities which, in their opinion, shall offer sustainable growth and profitability to the Company.
The Statute provides for a Board made up of at least five and at most seven Directors, each with a one year mandate and able to be re-elected.
Currently, the Board is made up of seven members, two of whom are independent ones.
The Board shall administer the Company and shall meet as often as necessary but at least every three months.
The Board shall operate validly with the assistance of most of its members either present or communicated among themselves through any media (using sound, image and words) and resolves, by majority of its members present in the meeting or communicated through said media.
Supervisory Commission
The Company shall have a Supervisory Commission made up of three official syndics and three substitute ones having a mandate for one fiscal year..
The Supervisory Commission shall sit with the presence of the absolute majority of its members and shall reach a decision when there is a majority of votes coming from present members.
The Supervisory Commission shall:
Supervise on the Company’s administration for which purpose it shall examine the related books and documentation as long as it is deemed necessary but it shall be performed at least every three months;
Be present at the Board and Assembly meetings;
Present the Assembly with a written report on the Company’s economic and financial situation, passing judgement on the report, stock taking, the state of account and state of results;
Verify the fulfillment of the law, the statute, these corporate management procedures and the Assembly’s decisions;
Summon a meeting whenever it shall be deemed necessary and, in case the Board fails to do so in right time and manner
Analyze interest conflict situations between the Company and its Branches and Associated Companies and between the Company and Board members or shareholders.
The Supervisory Commission shall basically perform a lawfulness control and it shall not pass judgement on the convenience or the merits regarding the decisions made by its Board members.
Auditing Committee
The Company’s Auditing Committee shall be made up of three official Directors, two of whom are independent ones in accordance with the regulations of the National Securities Commission and two substitute Directors from whom only one shall be deemed as independent.
The Company’s Auditing Committee shall:
Issue a statement regarding the Board’s proposals on the appointment of auditors external to the Company and the control of the their independence nature;
Supervise on the correct compliance with the Company’s internal and accounting control systems and with all the financial information or any other significant data which might be presented to the National Securities Commission and to those self regulated bureaus in compliance with the effective information regimen;
Supervise on the fulfillment of those policies relative to information on the Company’s risk management;
Give an opinion on the operations among related parties or any other operations that might lead to interest conflicts;
Give an opinion on the reasonability of fees and option plans regarding the Company’s directors’ and administrators’ action plans posed by the Board.;
Pass judgement on the fulfillment of legal requirements and on the reasonability of the conditions regarding shares issuing or securities convertible into shares should the capital increase and the right to preference be excluded or limited;
Supervise on the fulfillment of the behavioral regulations that might be deemed as applicable.
Auditors
The Company's balance sheets shall be audited by independent auditors appointed by the Company's Shareholders' Meeting The auditors are Pistrelli, Henry Martin & Asociados SRL, member of Ernst & Young Global Limited (EYG).