Consolidated Financial Statements and Consolidated Management ...

Committee name
AUDIT COMMITTEE
Short description
The Audit and Control Committee shall comprise a minimum of three and a maximum of five directors, appointed by the Board of Directors. All
members of the Committee must be external or non-executive directors.
The members the Audit and Control Committee, and particularly its Chairman, shall be appointed after taking into account their knowledge and
experience in accounting or auditing matters, or both.
The Audit and Control Committee’s Chairman shall be an independent director and appointed from among its non-executive director members. The
Chairman must be replaced every four years and may be re-elected to such office four years after his/her removal from office.
b) Competencies
The primary function of the Audit and Control Committee, notwithstanding any other task that the Board of Directors may assign it, shall be to
support the Board in its supervisory duties, specifically:
Its competencies shall include at least the following:
1. Report to the General Meeting on any matters broached within the sphere of its competence.
2. Oversee the efficacy of the company’s internal controls, its internal auditing, as appropriate, and its risk management, as well as to discuss with
the auditors of accounts and auditing firms any significant weaknesses detected in the internal control system during the course of an audit.
3. Oversee the process of drawing up and submitting mandatory financial reporting.
4. Propose the appointment of the auditors of accounts or auditing firm, in accordance with legislation applicable to the company, to the company’s
governing body so that it may be brought before the General Shareholders’ Meeting or other of the company’s equivalent bodies, depending
on its legal nature.
5. Establish suitable relationships with the auditors of accounts or auditing firms in order to receive information on any matters which could place
their independence at risk and submit these to the Committee for examination, and any other matters concerning the process of account
auditing and any other communications laid down in account auditing legislation and technical auditing standards. In any event, it shall receive
written confirmation on an annual basis from the auditors of accounts or auditing firms of their independence from the company or from any
entities related to them, either directly or indirectly, as well as information on any additional service of any kind whatsoever provided to such
entities by the aforementioned auditors of accounts or by persons related to them in accordance with the provisions set forth in Act 19/1988 of
12 July on auditing accounts.
6. Issue a report on an annual basis, which expresses an opinion on the independence of the auditors of accounts or accounting firm, prior to the
date the audit report is issued. Such report must, in any event, mention the provision of the additional services referred to in the preceding
paragraph.
7. Safeguard the independence and efficiency of the internal auditing area; propose the recruitment, appointment, reappointment and removal of
the person in charge of internal auditing; propose such service’s budget; receive periodic reports on its activities; verify that senior management
take into account the conclusions and recommendations of its reports
8. Set and oversee a mechanism that allows employees to confidentially and, if deemed appropriate, anonymously report any breaches of the Code
of Conduct.
9. Supervise compliance and internal codes of conduct, as well as the rules of corporate governance
10. Inform the Board about all matters connected with related-party transactions, which shall be construed as they are defined by the Revised Text
of the Capital Companies Act.
11. Inform the Board about the creation or acquisition of any equity investments in special purpose vehicles and companies registered in tax havens,
as well as about any other transactions or operations of a similar nature which, due to their complexity, might negatively affect the group’s
transparency; and
12. Exercise any other competencies such Committee has been assigned by these Regulations or which may be assigned by the Board of Directors.
c) Organisation
The Audit and Control Committee shall meet at least once every quarter and as often as considered necessary by its Chairman, or when requested
by two of its members or the Board of Directors.
The Audit and Control Committee may summon any employee or manager of the Company, and also the Company’s accounts auditor, to attend its
meetings.
Through its Chairman, the Audit and Control Committee shall report to the Board about its activities and the work it has carried out at the meetings
arranged for such purpose, or immediately after them, whenever the Chairman of the Audit and Control Committee should deem it necessary. The
minutes of its meetings shall be placed at the disposal of any member of the Board who may request them.
B.2.4. State the powers that each committee has to advise, consult and, as applicable, to delegate:
Committee name
APPOINTMENTS AND REMUNERATION COMMITTEE
Short description
- Report on proposals to appoint and dismiss directors and senior managers of the Company and its subsidiaries. In the case of vacancies arising on the
Board of Directors, the Appointments and Remuneration Committee shall ensure that the selection procedure does not suffer from any implicit bias that
may hamper the selection of female directors and that women that fulfil the professional profile sought are included among the potential candidates.
- Approve the standard contracts for senior managers; determine the remuneration scheme of the Chairman and, as applicable, the Chief
Executive Director.
- Examine or organise, as considered most appropriate, the Chairman’s and the chief executive’s succession, and if necessary bring proposals before
the Board so that such successions are effected in an orderly well-planned fashion.
ANNUAL CORPORATE GOVERNANCE REPORT 33