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IC-A’s Basic Principles

1. A Nomination Committee should be set up before contracting the search for a Board Director, in case it does not exist.
   
   
2. The Nomination Committee should not be chaired by the chairman of the Board of Directors, but by an independent director, and its members should be non-executive directors. This committee should analyse the strengths and weaknesses of the current composition of the Board and the result of this analysis should be used to define the profile of the director to be appointed. The Board or Board Directors should be required to demonstrate their up-to-date knowledge of good corporate governance.
   
   
3. The company in charge of the selection should, on the basis of the required profile, add value by looking for the most qualified professionals, going beyond the traditional search areas. This company, before the candidate accepts the proposal, should recommend a pre-due diligence or study of the company and the Board on which they will potentially join. 
   
   
4. The potential Board Director to be incorporated should receive a letter or professional services agreement, detailing their duties, commitment, duration of the agreement, conditions for termination by either party, as well as a commitment by the company that during the first few months after their incorporation, an introduction programme to the company and its Board will be carried out.
   
   
5. The selection process for Independent Directors should avoid all possibilities for manipulation of the process and imposition of bias.
   
   
6. The appointment of Board Directors should in general be made public, indicating the process followed for their appointment in the interests of transparency. Details of the appointment, the procedure followed, terms and conditions, as well as the duration and composition of the Nomination Committee should be set out in the company’s annual report.