Annual Report 2012 - Ono

Corporate Governance Report
g) Informing the Board of Directors in the process of selecting, appointing, renewing and removing the Internal Auditor, and in setting
their compensation.
h) Carrying out the functions of Audit and Compliance Committee for any other company in Grupo ONO for which it is appropriate or
necessary.
B.2.4. Advisory or consulting powers and, where applicable, the powers delegated to each of the committees.
Neither the Appointments and Remuneration Committee nor the Audit and Compliance Committee have executive capacity, unless the
Board of Directors expressly delegates a power to them. Except for this case, their functions are of internal control, to inform, and to
discuss.
B.2.5. Existence of regulations governing the board committees, the place where they can be consulted, and any amendments
made during the year. Voluntary preparation of an annual report on the activities of each committee.
Both the Shareholder Agreement of 29 July 2005 and the Bylaws of the Company establish that the Board of Directors will create an Audit
and Compliance Committee and a Remuneration and Appointment Committee.
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Both Committees are governed by their respective Rules for Internal Functioning, approved by the Board on the proposal of the Committees
themselves.
In both cases, the Rules for the Internal Functioning of the Board of Directors are applicable to the two Committees, “mutatis mutandis,” in
all areas covered by these Rules that can be applicable to the Committees.
The full text of these documents is available for consultation in the “Virtual Board Room”.
No amendments have been made to the regulation of the Committees during the year.
B.2.6. . Composition of the Executive Committee in relation to composition of the Board.
Article 4.1 of the Shareholder Agreement of 29 July 2005 establishes that the Board of Directors will not appoint an Executive Committee.
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