Article 315 — Powers and Responsibilities of the Board

Directors shall be responsible for exercising duties imposed on them by law, memorandum of association, and resolutions of general meetings of shareholders; without prejudice to the generality of the foregoing, the board of directors shall: 1/ Manage the company’s finances with a view to ensuring that the company has adequate capital and liquidity to meet its liabilities in a timely manner; 2/ Ensure that the company´s governance arrangements are such as to ensure the proper monitoring of the company’s financial statements and positions; 3/ Make certain that sufficient procedures for risk management and internal control are established; 4/ Provide to the supervisory board, if any, all information needed for the performance of the duties of the supervisory board in a timely manner; 5/ prevent damage to the company; or where prevention is not possible, mitigate adverse impact of acts which are prejudicial to the company; 6/ Without prejudice to the provisions under Sub- Article 5 (1) to (5) of this Article directors shall be responsible for: a) keeping regular records of the meetings of the board of directors and shareholders, accounts and