Ordinary General Meeting
The annual general meeting of the company shall be held in each year (other than the year of incorporation) at such time and place as the president or the vice president or any two directors or any director and the secretary or the board shall appoint.
Special General Meetings
The president or the vice president or any two directors or any director and the secretary or the board may convene a special general meeting of the company whenever in their judgment such a meeting is necessary.
The Board of Directors is our decision-making body, responsible for formulating general guidelines and policies for our business, including our long term investment guidelines, among other duties. The Board is also responsible for appointing one or more directors for the position of CEO, who is or are responsible for supervising and administering all of our general business and affairs, under supervision of the board of directors.
Nomination and Compensation Committee
The nomination and compensation committee will be composed of our three independent directors. These directors will be elected for two-year terms, except for the first committee, which was elected for a three-year term. The nomination and compensation committee is responsible for (a) after the expiration of the term of office of our current board of directors, recommending to the shareholders independent director candidates for membership to the board of directors and its committees, (b) overseeing our compensation plans, policies and programs and (c) approving the compensation and share option grants of our directors, officers and management.
Audit and Compliance Committee
The audit and compliance committee will assist our board of directors in monitoring the integrity of the financial statements, the independent auditors‘ qualification, independence and performance, the performance of our company‘s internal audit function and compliance by our company with certain legal and regulatory requirements. This committee will consist of three members, all of whom are our independent directors.
The advisory committee is informal and composed of five to ten shareholders members, appointed by the board of directors and with a two-year mandate. Its function is to advise the company’s board on the short and long-term investments, as well as with respect to global trends in our business. Advisory committee members will generally have experience in corporate finance, investment banking or private equity investment. The advisory committee will meet, at least, twice per year.