I. GENERAL

The board of directors is in charge of looking after the good functioning of the company, take management decisions, as well as structural and functional decisions that have as a purpose to pursue in the best way possible the objectives of the company. Their decisions must be directed to obtain and increase the productivity and profitability of the company for the benefit of the shareholders as well as the employees.

It is expected that the members of the board assist to the meetings, having clear and studied the themes that are going to be under discussion and by this method be able to take in a more optical way any decision that must be taken.

II. COMPOSITION

The board of directors is formed by 3 members and one substitute for each member in the case that one of them can not make it. The board can be conformed by more members with the only conditions that it has to be an odd number of members and can not exceed a total of 9 members.

III. RESPONSABILITIES

1) Study and approve the reforms of the statutes, the long term strategies taking into account the opportunities and risks of the business;

2) Examine, approve or not the balance sheets of end of exercise and the accounts that management must give to the board;

3) Arrange the social utilities according to the contract and the law;

4) Make the elections that correspond, by the statutes and the law, decide assignations of people elected and remove them when is considered appropriate including the president or “CEO”;

5) Considering the reports handed out by management or the legal representative about the state of the social business, and the report of the fiscal reviewer in this case.

6) Adopt in general, all the measurements that reclaim the fulfilment of the statutes and the common interest of all the associates.

7) Constitute the occasional reserves, and

8) Other reserves that are pointed out by the statutes or the law.

IV. METHOD OF OPERATION

The board of directors must meet at least one time per year as the law states it. In addition to this annual meeting, more extraordinary meetings can be planed in order to solve circumstantial matters.

In the order of the day the themes to be discussed should be previously known by the members of the board. The board of directors should deliberate and decide in a valid way with the presence of its members and in a voting majority manner.