Corporate Governance Structure

SalfaCorp S.A. corporate structure is headed by a seven- member board, elected by the shareholder meeting, every three years. These member can be reelected or replaced

The main responsibility of the board as dedicated by law Nº18.046 of incorporated companies, is to administer the company. Furthermore, it represents SalfaCorp judicially and extra-judicially in any practices required for the fulfillment of its corporate purpose. To do so, it possesses all of the powers of administration and provision that the law or its statutes do not establish as exclusive to the General Shareholders.

The board of directors designates a Chief Executive Officer that embodies all the powers associated with the office and any others expressly granted by the board. This position and that of Chairman of the Board can not be held by the same person.

The board meets monthly to evaluate and guide the development of the company, and must annually report the activities and performance on the company to the shareholders in the General Shareholders Meeting.

The members of the board receive economical compensation according to the n wish of the shareholders at the annual General Shareholders Meeting, there Arenot plans or policy to pay the direction with shares of the company.

In accordance to Article 50 of Law N°18.046, the Board of Directors of the Corporation designates three of its members as a Directors Committee, which is responsible for representing the interests of the minority shareholders.

The Directors Committee periodically meets in order to address issues of special importance for the Company. They are responsible for looking over external auditing and consulting reports, balance sheets, and financial statements and for analyzing the results before presenting them to the shareholders; for the proposal of external audits and risk classifications to the board which can then be suggested in the General Shareholders Meeting; for the review of the background information in respect to the activities and operations referred to in Articles 44 and 89 of the Law of Limited Liability Corporations and for the writing of a report about said activities; and for the review of the compensation system for main executives.