Corporate Governance

Cenomi Centers is committed to maintaining the highest standards of corporate governance. The Company adheres to best-in-class frameworks for regulating the various relationships between the Board of Directors, Executive Directors, shareholders and other stakeholders. Cenomi Centers views its continued ability to create value for its shareholders as the fundamental measure of business success over the long term. As such, the Company’s Corporate Governance Regulations facilitate decision-making processes with the objective of protecting the rights of shareholders and promoting the values of credibility, fairness, competitiveness and transparency in the Company’s conduct.

• A majority of the Company’s Board of Directors, which currently consists of six Directors, are non-executive members. Corporate Governance Regulations stipulate that at least one-third of Board members be non-executive. Three of the six current Board members are independent Directors. Three vacant seats on the Board remain to be filled. 
• In a Conversion General Assembly Meeting of June 2017, shareholders adopted the cumulative voting method in relation to the appointment of Directors of the Board, granting each shareholder voting rights equivalent to the number of shares he/she holds. This method increases the chances that minority shareholders will appoint their preferred representatives to the Board, exercising their cumulative voting rights in favor of a single candidate.
• In accordance with Cenomi Centers’s Corporate Governance Regulations, the Audit Committee of the Board of Directors was formed in December 2017, while the Nomination and Remuneration Committee was established in September of that year.
• Cenomi Centers makes extensive and profitable use of relationships with related parties in carrying out its business activities. As such, the Company implements additional protective measures beyond those mandated by regulatory requirements. 
• Cenomi Centers’s Related Party Transaction Policy (RPTP) requires Management to conduct quarterly reviews of related party relationships and to present these reports to the BoD’s Audit Committee. 
• The related party transactions further requires General Assembly approval whenever any entity in which a Director has a direct or indirect form of ownership enters into a transaction with the Company.
• Framework Agreements lay down key parameters to assist Management in its dealings with key related parties. The Audit Committee of the Board determines the need for new Framework Agreements and reviews Management reports on related party dealings, while Management provides the Board with recommendations on compliance with such Agreements.

The review of Cenomi Centers’s corporate governance frameworks and procedures is an ongoing process. Several new corporate governance initiatives are in the pipeline for the coming period. Upon introduction, these will be continually monitored and assessed by the Company. Cenomi Centers will remain up-to-date on the latest requirements and will work to develop the regulations and processes necessary to ensure full compliance. Meanwhile, Cenomi Centers is committed to fostering constructive dialogue with the Company’s shareholders in its quest to maximize long-term value.