ANNUAL CORPORATE GOVERNANCE REPORT
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C.1 .33 Is the Secretary of the Board also a director?
NO
C.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?
YES
Does the Appointments Committee notify the removal?
YES
Is the appointment approved by a plenary session of the Board?
YES
Is the removal of the Secretary approved by the Board?
YES
Is the Secretary of the Board responsible for specifically monitoring the recommendations on good governance?
YES
Comments
As indicated under Article 19.3 of the Board Regulations, in all cases the Secretary will oversee the formal and material legality of the Board's actions and
ensure its procedures and rules of governance are abided by.
C.1 .35 State the mechanisms established by the Company, if any, to preserve the independence of external auditors, financial analysts,
investment banks and rating 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. Article 25 b of the Board of Directors Regulations expressly states that their responsibilities include
establishing the appropriate relations with 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 any 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 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. 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.
C.1 .36 State whether during the year the Company has changed its external auditor. If so, please identify the incoming and outgoing
auditors:
NO
C.1 .37 State whether the audit firm carries out other work for the company and/or its group other than audit work and if so, state the
total fees paid for such work and the percentage this represents of the fees billed to the company and/or its business group
YES
