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Corporate Governance

Board of Directors

Audit, Risk and Compliance Commission

Composition, functioning and internal regulations

  • The Audit, Risk and Compliance Commission shall consist of a minimum of three and a maximum of five members, chosen by the Board from among the independent members, who shall hold their position for four years, and may be re-elected for the same length of time or less.
  • The Chairman of the Audit, Risk and Compliance Commission, who shall be appointed by the Board of Directors, should be replaced every four years; he may be re-elected one year after ceasing in his functions.
  • The members of the Audit, Risk and Compliance Commission shall resign on the expiry of the period they have been appointed for, because they so wish or because they are not renewed in their position as board member.
  • Members are subject to the regime of secrecy and confidentiality which is in force for board members. They shall report directly to the Board of Directors.
  • The Commission shall have a secretary, who may debate but not vote, and shall be the secretary of the Board of Directors.
  • Any member of the management team or any other employee of the Company may, with the approval of the Chairman or CEO, be obliged to come to a Commission meeting when so required; the Commission may also request the attendance of the auditors.
  • The Audit Commission shall meet whenever it is deemed necessary, and in any case at least four times a year, coinciding with the period of 15 days after the close of each calendar quarter.
  • The Commission may act when more than half of its members are present at a meeting. If not all the members are present, votes shall have to be unanimous instead of a simple majority.
  • The Commission may regulate its own internal functioning for the improvement thereof and propose modifications in the regulations to the Board of Directors.
Targets and competences of the Audit, Risk and Compliance Commission

The purpose of the Commission is:

  • Direct access with no restrictions to all the Company's economic and financial information.
  • Direct access with no restrictions to the Company's external auditors, holding as many meetings as necessary with them for the purposes of information and explanations and for the reasons already given.
  • Supervising compliance with the auditing contract, requiring the auditor's opinion on the annual accounts and report content are drawn up clearly and precisely.
  • Being a communication channel between the Board of Directors and the auditors. Evaluating the results of each audit and assessing the responses of the management team to the auditors' recommendations. Acting as mediator when opinions differ between the management team and the auditors, in relation to the principles and criteria applicable to the preparation of the financial statements.
  • Reviewing the companies' accounts and ensuring the correct application of the generally accepted accounting principles.
  • Informing about proposals for modifying accounting criteria and principles as suggested by management, and those required by law. Checking the integrity and appropriateness of the internal control systems and proposing or reviewing the designation or replacement of those responsible for them.
  • Approving issue prospectuses and the regular financial information that the Board of Directors has to supply to the markets and the supervision bodies.
  • Supervising and following up on good corporate governance, transparency in corporate actions, compliance with the company's governance rules and compliance with the Internal Conduct Regulations, informing the Board of any conduct to be corrected and any non-fulfillment, and if it is not corrected, informing the Annual General Meeting.
  • Any other task which may be entrusted by the Board of Directors.

Members of the Audit, Risk and Compliance Commission

  • CHAIRMAN: Mr. José J. Massa Gutiérrez del Álamo
  • MEMBER: Mr. Jordi Sevilla Segura
  • MEMBER: Mr. Valeriano Gómez Sánchez
  • NON-MEMBER SECRETARY: Mr. Secundino Felgueroso Fuentes


 

Summary

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