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) 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 or 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 the appropriate relations with the auditors or auditing firms for the purpose of receiving information about matters that may
jeopardise the independence of the auditors and should be brought before the committee, and any other matters relating to the
financial auditing process, as well as other disclosures required by financial auditing laws and audit regulations. 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 corporation, either directly or indirectly, as well as information about additional services of any kind provided to those entities
by such auditors or firms, or by persons or entities linked to them, in accordance with Act 19/1988, of 12 July, on Financial Auditing.
6. Every year, prior to issuing the audit report, issue a report giving 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.
7. Ensure the independence and effectiveness of the internal audit; propose the selection, appointment, re-election and removal of the
internal audit service manager; propose the budget for this service; receive periodic information about its activities; and verify that
senior management takes 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 will give the board an account of its activities and work done, either at the
meetings scheduled for the purpose or at the very next meeting when the chairman of the Audit and Control Committee deems it
necessary. The minutes of its meetings will be available to any member of the board that requests 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.
- Propose the remuneration scheme for directors to the Board of Directors and periodically review it to ensure it is suitable for the
functions performed by them, in accordance with Article 35 of these regulations. Report on incentive plans.
- Carry out an annual review of the remuneration policy applied to directors and senior managers.
- Report on the proposals to appoint members of the Executive Committee and the other committees attached to the Board of Directors..
ANNUAL CORPORATE GOVERNANCE REPORT 37