Rule 2: Proper Determination of Duties and Responsibilities

The board's role in the company is a balancing point to achieve shareholder objectives and oversee the executive management. The board aims to achieve the company's strategic goals by ensuring that the executive management performs its duties effectively, enhances the company's competitiveness, achieves high growth rates, and includes sustainability considerations (environmental, social, and governance) in its operations when necessary, always ensuring that decisions and actions are in the shareholders' best interests. The board has tools and mechanisms to exercise effective oversight over executive management and monitor managers' performance, supported by all necessary information and data.

The company follows policies that establish a clear separation of powers between the board and executive management to ensure full independence, allowing the board to carry out its responsibilities effectively. These policies detail the duties and responsibilities of board members and executive management, including the authorities and powers delegated to executive management, along with a matrix of delegations from the board to the CEO and from the CEO to other executives.

The duties and responsibilities of the board and executive management are clearly defined in approved policies and regulations, reflecting a balance of powers and authorities between them, avoiding absolute authority by any party, and facilitating the board's accountability by the shareholders.

All company policies are based on the principle that the board holds all necessary powers and authorities to manage the company, with the final responsibility resting with the board, even if committees are formed or individuals are delegated to perform certain tasks. The board avoids issuing general or indefinite delegations and specifies the duties and responsibilities of board members and executive management in detail.