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F.7 Report by the external auditor.
Report on:
F.7.1 Whether the SCIIF reports sent to the markets have been reviewed by the external auditor, in which case the company must include the
corresponding report as an appendix. If not, it must report its reasons.
The Group’s Management has decided to submit the information relating to the SCIIF included in this section F of the Annual Corporate
Governance Report for 2015, drawn up by the Company’s Management, to the external auditor for review. This report is attached as an Annex.
G - DEGREE OF COMPLIANCE WITH CORPORATE GOVERNANCE
RECOMMENDATIONS
Indicate the Company’s degree of compliance with the recommendations of the Code of Good Governance for listed companies.
If any recommendation is not followed or is only followed in part, a detailed explanation of the reasons must be included so that shareholders,
investors and the market in general have enough information to assess the company’ methods. Generalised explanations will not be acceptable.
1. The articles of association of listed companies should not limit the maximum number of votes that a single shareholder may cast, nor
contain other restrictions that stand in the way of a company take-over through the acquisition of its shares in the market.
Complies
2. When a parent company and a subsidiary company are both stock market listed, both must provide detailed disclosure on:
a) Their respective areas of activity and possible business relations between them, as well as between the listed subsidiary and the other
companies in the group;
b) The mechanisms in place for resolving potential conflicts of interest that may arise.
Not applicable
3. That during the ordinary general meeting, in addition to circulating the annual corporate governance report in writing, the chairman of
the Board of Directors verbally informs the shareholders, in sufficient detail, of the most important aspects of the company´s corporate
governance and, in particular:
a) About changes that have occurred since the last ordinary general meeting.
b) About specific reasons why the company does not follow any of the recommendations in the Corporate Governance Code and, if any,
alternative rules applicable in this area.
Partially complies
This Company understands that this Recommendation is not applicable for Ordinary General Meetings held during financial year 2015, and
can only come into effect after the Ordinary General Meeting to be held in 2016, which is when the Chairman will provide information on the
most relevant aspects of corporate governance undertaken in 2015, as well as compliance or non-compliance with the recommendations
included in the Code of Good Governance of Listed Companies, approved by an Agreement of the Board of the CNMV on 18 February 2015.
Notwithstanding the aforementioned, the Chairman of the Board has informed during the Shareholders meeting of 2015 about the
main changes in corporate governance that have happened since the Shareholders meeting of 2014 and that have motivated some
amendments to the By Laws and the internal Regulations.
At the 2016 Ordinary General Meeting, the Chairman will give an account of the recommendations that are made in this field, if applicable.
4. That the company defines and promotes a policy of communication and contact with shareholders, institutional investors and voting
advisers which fully respects regulations against market abuse and gives similar treatment to shareholders who are in the same position.
And that the company publishes the policy on its web site, including information relating to the way in which it is put into practice and
identifying the contact persons or those responsible for carrying it out.
Complies
5. That the Board of Directors does not bring a proposal to the general meeting for delegation of powers to issue shares or convertible
securities which exclude preferential subscription rights for more than 20% of the company’s capital at the time of delegation.
And that when the Board of Directors approves any issue of shares or convertible securities excluding preferential subscription rights, the
company immediately publishes reports on its web site about this exclusion as referred to under company law.
Complies
ANNUAL CORPORATE GOVERNANCE REPORT
