CORPORATE BODIES

PHAROL follows a Classic type governance model, which is based on the existence of a Board of Directors, a Fiscal Council and a Chartered Accountant (ROC), who is elected upon a proposal by the Fiscal Council .

 The values of simplicity, transparency and accuracy are the basic pillars of this governance model, providing PHAROL with a structure which is appropriate for the specificities and needs of the Company.

The Fiscal Council, together with the Chartered Accountant, perform the supervision functions set forth in the applicable laws and regulations. In particular, the Fiscal Council is responsible for representing PHAROL in its relations with the external auditors and for monitoring the company's internal control and risk management system.

PHAROL' General Meeting of shareholders, in its turn, resolves on matters as specially assigned by law or the bylaws, as well as on matters not comprised within the responsibilities of the other corporate bodies.

​The members of the corporate bodies and of the Board of the General Meeting of Shareholders are elected for a three-year term of office, and they may be re-elected one or more times within the limits of the law.

PHAROL governance model could be schematised as follows:

The board of the general meeting shall comprise its respective chairman and a secretary. The General Meeting of Shareholders shall be convened and directed by the chairman of the board thereof or, in the event of his absence or inability to be present, by the secretary which shall invite a shareholder to serve as his secretary. The convocation of the General Meeting shall be made with the advance notice and in the form foreseen in the law, expressly indicating the matters to be dealt with.

​​​​​​​​​​​​​​​​​​​​​​​​The Board of Directors comprises a number of members with a minimum of three and a maximum of seven. The Chairman of the Board of Directors is chosen by the General Meeting in accordance with the terms of the articles of association and has the casting vote in Board resolutions.

During 2023, the current Board of Directors met 8 times.

The Fiscal Council, consisting of three effective members, one of them being its Chairman, and an alternate member, all elected at the General Meeting of Shareholders, is responsible for the supervision of Company’s activity.

During 202, the current Fiscal Council met  times.

Relevant Documents

A statutory auditor or a statutory audit company, which may have a substitute, appointed by the General Meeting, under proposal of the Fiscal Council, is responsible for examining the Company’s accounts.

The Statutory Auditor has the competences established in the law.

Election: 22 March 2024