Corporate Governance

CNPV maintains the Audit, Compensation, Corporate Governance and Nominating committees.

ChairpersonChairman

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Financial ExpertFinancial Expert

 

Audit Committee

Compensation Committee

Corporate Governance and Nominating Committee

Independent Directors

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Committee Member

 

Chairperson

            

Chairperson

Committee Member

 

            Financial Expert

 

Chairperson

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Committee Member

CORPORATE GOVERNANCE GUIDELINES

The Board of Directors of CNPV Solar Power SA has adopted the Corporate Governance Guidelines to assist the Board in the exercise of its responsibilities and to serve the interests of the Company and its shareholders.

Below you can download CNPV corporate governance guidelines for details.

>CNPV: Corporate Governance Guidelines
 

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Differences between Luxembourg and NYSE Euronext Corporate Governance Practices

CNPV's Shares are registered with the Autorité des Marchés Financiers (the "AMF") and listed on the Alternext. As such, CNPV is subject to corporate governance requirements imposed by both the AMF and the Alternext.

CNPV was incorporated in the Luxembourg. Under Rule  of the NYSE Euronext, an Alternext-listed non-French company may, in general, follow their home country corporate governance practices in lieu of some of the Euronext corporate governance requirements. An Alternext-listed company is required to provide a general summary of the significant differences to its investors either on the company website or in its annual report distributed to its investors. CNPV is committed to a high standard of corporate governance. As such, CNPV endeavors to comply with most of the NYSE-Euronext corporate governance practices. CNPV believes that there are no significant differences between its corporate governance practices and those followed by domestic companies under the listing standards of the NYSE-Euronext.


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AUDIT COMMITTEE

The purpose of the Audit Committee is to assist the Board of Directors of CNPV Solar Power SA in overseeing the accounting and financial reporting processes of the Company and audits of the financial statements of the Company and to prepare the annual report of the Audit Committee required by applicable Autorité des Marchés Financiers(AMF) disclosure rules.

Below you can download CNPV audit committee charter for details.

> CNPV: Audit Committee Charter
 
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compensation COMMITTEE

The purpose of the Compensation Committee of the Board of Directors is to discharge the Board’s responsibilities relating to compensation of the Company’s executives, including reviewing and evaluating and, if necessary, revising the compensation plans, policies and programs of the Company adopted by the Company’s management, and to review and approve the annual report on executive compensation for inclusion in the Company’s annual report according to AMF regulation rules. The Committee shall ensure that compensation programs are designed to encourage high performance, promote accountability and assure that employee interests are aligned with the interests of the Company’s shareholders.

Below please download CNPV compensation committee charter for details.

>CNPV: Compensation Committee Charter
 
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corporate governance and NOMINATING COMMITTEE

The purpose of the Corporate Governance and Nominating Committee is to assist the Board in discharging the Board’s responsibilities regarding: Identification, and recommendation to the Board for selection, of qualified candidates as director nominees to be elected at the next annual meeting of shareholders (or special meeting of shareholders at which directors are to be elected); Identification, and recommendation to the Board for selection, of qualified candidates to fill any vacancies on the Board; Annual review of the composition of the Board in light of the characteristics of independence, qualification, experience and availability of the Board members; The development and recommendation to the Board of a set of corporate governance guidelines and principles applicable to the Company (the “Corporate Governance Guidelines”); and Monitoring of compliance with the Company’s code of business conduct and ethics, including reviewing the adequacy and effectiveness of the Company’s internal rules and procedures to ensure compliance with applicable laws and regulations.

Below please download CNPV nominating committee for details.

>CNPV: Nominating Committee Charter 
 

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CODE OF BUSINESS CONDUCT AND ETHICS

CNPV Solar Power SA and its subsidiaries is committed to conduct its business in accordance with applicable laws, rules and regulations and the highest standards of business ethnics. This Code of Business Conduct and Ethnics contains general guidelines for conducting the business of the Company. To the extent this Code requires a higher standard than required by commercial practice or applicable laws, rules or regulations, we adhere to these higher standards.

Below please download CNPV code of business conducts & ethics for details.

>CNPV: Code of Business Conducts & Ethics 


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ANTI-FRAUD PROGRAM

In order to carry out the company's Code of Business Conduct & Ethics and standardize company's internal anti-fraud mechanism, conform to the guidelines of the Board of Director's Audit Committee Meeting, it is decided to adopt procedures to prevent company's risk and enhance its anti-fraud channels.

Below please download CNPV announcement of the anti-fraud program for details.

> CNPV: The Announcement of Anti-Fraud Program

 

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