Download Complete PDF - Informe Anual 2012

B.1.30 State the number of meetings that the Board of Directors has held during the year without the attendance of all of
its members. The calculation of non-attendance includes representations made without specific instructions:
Number of non-attendances by directors during the year 4
Non-attendances as a percentage of total votes during the year 1,700
B.1.31 State whether the individual and consolidated financial statements that are presented to the Board to be approved
are certified in advance:
NO
Identify, as applicable, the person(s) that have certified the Company’s individual and consolidated financial statements to be drafted by the
Board:
B.1.32 Explain, if applicable, the mechanisms established by the Board of Directors to prevent the individual and
consolidated financial statements drafted by it from being submitted to the General Shareholder’s Meeting with
qualifications in the audit report.
Article 41.2 of the Regulations of the Board establishes that the Board of Directors shall try to definitively prepare the financial statements so that
there are no auditor qualifications. Nevertheless, when the Board considers that its criteria should remain unchanged, it shall publicly explain the
content and scope of the discrepancies.
B.1.33 Is the Secretary of the Board also a director
NO
B.1.34 Explain the procedures for appointing and removing the Secretary of the Board, indicating if the appointment and
removal have been reported by the Appointments Committee and approved by a plenary session of the Board.
Appointment and removal procedure
In accordance with Article 19.4 of the Regulations of the Board, the appointment and removal of the Secretary shall be reported by the
Appointments Committee and approved by a plenary session of the Board.
Does the Appointments Committee notify the appointment
Does the Appointments Committee notify the removal
Is the appointment approved by a plenary session of the Board
Is the removal of the Secretary approved by the Board
YES
YES
YES
YES
Is the Secretary of the Board responsible for specifically monitoring the recommendations on good governance
YES
Comments
As laid down by Article 19.3 of the Board Regulations, the Secretary shall ensure the legal and material formality of all the Board’s actions and
ensure that its procedures and rules of governance are duly respected.
B.1.35 State, if applicable, the mechanisms established by the Company to preserve the independence of the auditor, the
financial analysts, the investment banks and the ratings agencies.
The Board of Directors has established a stable and professional relationship with the Company’s external accounts auditor through the Audit
and Control Committee, strictly respecting its independence. In that regard, article 25 b expressly states that among their responsibilities is
that of establishing the appropriate relations with the auditors or auditing firms in order to be informed about any matters that may jeopardise
the independence of the auditors, to be examined by the committee, and any other matters relating to the financial auditing process, as well
as those other acts of communication required by the legislation on financial auditing and auditing standards. In any event, they must receive
annual written confirmation from the auditors or auditing firms of their independence with regard to the entity or entities linked to this one,
either directly or indirectly, as well as information about additional services of any kind provided to those entities by those auditors or firms, or
by persons or entities linked to them, in accordance with Law 19/1988, of 12 July, on Financial Auditing. Likewise, every year, prior to issuing
the audit report, the Audit and Control Committee must also issue a report in which it gives its opinion on the independence of the auditors or
auditing firms. The report must always comment on the provision of additional services referred to in the preceding section.
In addition, the Audit and Control Committee shall ensure the independence and efficiency of the internal audit function, proposing the
selection, appointment, re-election and dismissal of the manager of the internal audit service. Likewise, it shall be responsible for proposing the
budget of the Internal Audit Department and for receiving periodic information about its activities, as well as verifying that senior management
takes into consideration the conclusions and recommendations of its reports.
ANNUAL CORPORATE GOVERNANCE REPORT 31