31
C.1.31 State whether the individual and consolidated financial statements that are presented to the Board to be approved are certified in advance:
NO
First Name
Position
C.1.32 Explain, if applicable, the mechanisms established by the Board of Directors to prevent the individual and consolidated annual accounts
it draws up from being submitted to the General Meeting of Shareholders with qualifications in the auditors’ report
Article 41.2 of the Regulations of the Board establishes that the Board of Directors shall ensure the financial statements are drawn up definitively
so that there is no need for auditor qualifications. Nevertheless, when the Board considers that its criteria should remain unchanged, it shall
publicly explain the content and scope of the discrepancies.
C.1.33 Is the Secretary of the Board 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 report the appointment?
YES
Does the Appointments Committee report the removal?
YES
Is the appointment approved by a plenary session of the Board?
YES
Is the removal approved by a plenary session of the Board?
YES
Is the Secretary of the Board responsible for specifically monitoring the recommendations on good governance?
YES
Remarks
As laid down by Article 19.3 of the Board Regulations, the Secretary shall ensure the legality of the form and content of all the Board’s actions and ensure
that its procedures and rules of governance are duly respected.
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 Regulations of the Board of Directors 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.
ANNUAL CORPORATE GOVERNANCE REPORT
