Disclosure and Transparency of Information
The corporate governance framework should ensure that information is presented accurately and regularly on all material matters concerning the company, including results, financial position, ownership, and corporate governance.
A. The communication includes, but is not limited to, material information about:
1. The financial and operating results of the company.
2. The company’s objectives.
3. Controlling interest and voting rights.
4. The members of the Board of Directors and the main executives and their remuneration.
5. Foreseeable material risk factors and actions taken to reduce their impact.
6. Material issues concerning employees and other stakeholders.
7. Governance structures and policies.
8. Material facts concerning the issuing company, the security, and the offering to be made of the security.
9. Economic groups.
Material information includes information that could influence the economic decisions of the users of the information.
B. The information should be prepared, audited, and presented in accordance with the highest accounting and auditing standards, including a description of the significant financial and non-financial risks faced by the company.
C. An auditing firm or auditor that is independent in relation to the audited legal entity or assets must perform at least an annual audit that allows the preparation and external and objective presentation of the financial statements.
Although external audits are generally focused on the opinion of financial information, they may also refer to specialized opinions or reports on the following aspects: accounting appraisals, operational audits, systems audits, project evaluation, evaluation or implementation of cost systems, tax audits, appraisals for asset adjustments, portfolio evaluation, inventories, or other special services.
It is advisable that these services be performed by different auditors or, if performed by the same auditors, this does not affect the independence of their opinion. The company should disclose all audits and specialized reports performed by the auditor.
All services provided by the auditing firm or auditor to the company should be informed, specifying the percentage that each represents, and its share in the revenues of the auditing firm or auditor.
D. Information disclosure channels should allow users fair, regular and cost-effective access to information, taking into account the following:
1. All shareholders should have equal access to information; with the information disclosed to a shareholder or third party being made available to all shareholders.
2. The attention to particular requests for information requested by shareholders, investors in general or stakeholders related to the corporation, must be made through a body and/or responsible personnel designated for this purpose.
3. Cases of doubt as to the confidential nature of the information requested by shareholders or by stakeholders related to the company must be resolved. The criteria must be adopted by the Board of Directors and ratified by the General Meeting, as well as included in the company’s bylaws or internal regulations. In any case, the disclosure of information must not jeopardize the competitive position of the company or be likely to affect the normal development of the company’s activities.
E. A certain fact or negotiation, which was previously assigned as reserved, must be reported when its confidential nature has ceased, and its disclosure can no longer cause any damage to the company.
F. The company should have an internal audit. The internal auditor, in the performance of his duties, must maintain a relationship of professional independence with respect to the company that hires him. They must act in accordance with the same principles of diligence, loyalty and discretion required of the Board of Directors and the Management. The main functions of the internal auditors, which are explicitly recognized, should seek to cover the following aspects:
1. Permanent evaluation of all the information generated or recorded by the activity developed by the company, so that it is reliable and complies with the regulations.
2. Ensure the strength of the internal accounting control.
3. Submit to the corresponding areas the observations of the case and propose the necessary measures in order to avoid errors and prevent contingencies.
4. To design and conduct the company’s integral internal control policy.
5. Keep the Board of Directors and the General Management informed, in writing, of the critical internal control issues or matters that require attention or knowledge, as well as the actions taken on any recommendations that have been submitted during the reporting period.