Delegation of Authority Procedure

Delegation of Authority Procedure

The Board of the Company is entitled to appoint a Chief Executive Officer in charge with the activities and daily management of Company. The shareholders may decide through resolution of the General Assembly to empower the CEO to act as representative of the Company and hence sign contracts on behalf of Company within the limits established by the By-Laws.

The CEO of the Company may delegate some or all of his powers to one or several employees of the Company subject to the terms and conditions provided in this procedure. The delegation of certain power may be made by the CEO as required from an operational standpoint. The delegation of all powers can be done for a short/ limited period of time in cases of absence from office of the CEO. The persons empowered by the CEO through Power of Attorney shall represent the Company in the terms and conditions provided in the relevant Power Of Attorney (“POA”).

Following changes in the law such as the American Sarbanes/Oxley Act of July 2002, and due to specific requirements Company has taken steps to standardize and formalize the internal delegation policy.

This Delegation of Authority Procedure details the terms and conditions under which powers of representation, decision and signature are delegated in Company.

CONTENT

1. OVERVIEW
1.1 PROCEDURE OWNER
1.2 CLASSIFICATION
1.3 APPLICABLE REGULATIONS
1.4 RELATED [COMPANY] NORMS AND PROCEDURES
1.5 OBJECTIVES
1.6 AUDIENCE AND SCOPE
1.7 DOCUMENT SUPPORT
2. DEFINITIONS & ABBREVIATIONS
3. WORK FLOW
3.1 OVERVIEW OF PROCESS
3.2 PHASE 1: DETERMINE THE ACTIVITIES TO BE DELEGATED
3.3 PHASE 2: IDENTIFY THE RIGHT LEGAL TOOL
3.4 PHASE 3: RESPECT THE LIMITS
3.5 PHASE 4: CHOOSE THE DELEGATE
3.6 PHASE 5: FORMALIZE THE DELEGATION
3.7 PHASE 6: IMPLEMENTATION
4. FOLDER OF AUTHORIZED SIGNATURES
5. EXCEPTIONS
6. FINAL CONSIDERATIONS
6.1 DISCIPLINARY ACTIONS AGAINST PROCEDURE VIOLATION
6.2 DOCUMENT REVISION

Pages: 16

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