35
C.2.2 Fill in the table below with the information relating to the number of female directors on Board of Directors’ committees in the last four
financial years:
Number of female directors
Year t
Year t-1
Year t-2
Year t-3
Number
% Number
% Number
% Number
%
EXECUTIVE OR DELEGATE COMMITTEE
0
0.00
0
0.00
0
0.00
0
0.00
AUDIT COMMITTEE
0
0.00
0
0.00
0
0.00
0
0.00
APPOINTMENTS AND REMUNERATION
0
0.00
0
0.00
1
33.33
1
33.33
C.2.3 Indicate whether the following duties correspond to the Audit Committee.
Supervising the preparation and safeguarding the integrity of the financial reporting relating to the company and, if
applicable, to the group, reviewing compliance with regulations, the adequate delimitation of the consolidated group and
the proper application of accounting standards.
YES
Periodically reviewing the internal control and risk management systems so that the principal risks are appropriately
identified, managed and made known.
YES
Monitoring the independence and efficacy of the internal audit function; proposing the selection, appointment, re-
election and removal of the manager of the internal audit service; proposing the budget for this service; receiving
periodic information about its activities; and verifying that senior management takes into account the conclusions and
recommendations of its reports.
YES
Establishing and supervising a mechanism that allows employees to report any potentially significant irregularities,
particularly financial and accounting, they discover within the Company, confidentially, and if appropriate, anonymously.
YES
Presenting to the Board of Directors proposals to select, appoint, re-elect and substitute the external auditor, as well as
the conditions of its contract.
YES
Receiving information about the audit plan and its results from the external auditor on a regular basis and verifying that
senior management takes its recommendations into account.
YES
Ensuring the independence of the external auditor.
YES
C.2.4 Describing the organisational and operational rules and the responsibilities attributable to each of the Board’s committees.
1.
EC
The matters referred to are governed by Articles 45 et seq of the Articles of Association and 24 of the Board Regulations. The Executive
Committee has a general decision-making capacity, with express delegation of all the powers corresponding to the Board of Directors,
except those that cannot be delegated by law or the Company’s Articles of Association. It will be made up of the Chairman of the Board
and 3 to 9 members who are Directors appointed by the Board. The participation structure of the different categories of directors should be
similar to that of the Board itself, and the secretary will be the same as for the Board.
Its members must be appointed or renewed by a vote in favour by two-thirds of the Board. It will meet as often as called by its Chairman,
and will be validly constituted when attended by half its members plus one. Resolutions will be adopted by a majority of attending Directors,
with the Chairman holding the casting vote. It will inform the Board of the matters discussed and decisions adopted.
2.
ACC
The matters referred to are governed by Articles 48 of the Articles of Association and 25 of the Board Regulations. The Audit and Control
Committee shall comprise a minimum of three and a maximum of five directors, appointed by the Board of Directors. All members of the
Committee must be external or non-executive directors. Its members, and particularly its Chairman, shall be appointed taking into account
their knowledge and experience in accounting and/or auditing matters. The Chairman must be Independent and be appointed from among
its non-executive members. The Chairman must also be replaced every four years; previous chairmen may be re-elected one year after their
previous mandate has ended. 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. Its main function will be to support the Board in its supervisory duties, and will have at least the following responsibilities:
- Report to the General Meeting on any matters it discusses.
- Oversee the efficacy of the company’s internal controls, its internal auditing, and its risk management, and discuss with the accounts
auditors or auditing firms any significant weaknesses detected in the internal control system during the course of an audit.
- Oversee the process of drawing up and submitting mandatory financial reporting.
- Propose the appointment of accounts auditors or auditing firms to the Board.
- Establish appropriate contact with the accounts auditors in order to receive information on matters that may jeopardise the independence
of the auditor, and any other issues related to the process of auditing the accounts.
- Issue an annual report on the independence of the accounts auditors or auditing firms. The report must always comment on the provision
of additional services referred to in the preceding section.
- Monitor the independence and efficacy of the internal audit function; propose the appointment, re-election and removal of the manager
of the internal audit service; 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.
- Establish and oversee a mechanism that allows employees to report any breaches of the Code of Conduct confidentially and anonymously.
- Supervise compliance and internal codes of conduct, as well as the rules of corporate governance
- Report to the Board on related party transactions.
- Report to the Board on the creation or acquisition of any equity investments in special purpose vehicles and companies registered in tax
havens, and any other transactions or operations of a similar nature.
ANNUAL CORPORATE GOVERNANCE REPORT
