Audit Commission

ORGANIZATIONAL RULES AND FUNCTIONS

The Audit Commission acts as a Standing Commission of the Board of Directors and, according to the Company Bylaws, must comprise a minimum of three and a maximum of five Directors, who may be either Executive or non-Executive Directors, although the majority on the Commission must be made up of non-executives.

Any Director losing his or her position on the Board likewise ceases to be a member of the Audit Commission.

The Commission members are appointed for the same period as their appointment as Company Directors, except for the Commission Chairman, who is appointed for a maximum period of four years, and may be re-elected for a similar period one year after the date when the position lapsed or his or her resignation was agreed.

The Chairman of the Commission is chosen from among the non-Executive Directors, and holds a casting vote.

The Audit Commission is deemed validly constituted whenever a meeting is attended, in person or by representation, by one half plus one of its members.

The appointment of members of the Audit Commission is agreed by the Board of Directors, in accordance with the quorum established in Article 15 of the Company Bylaws (absolute majority), and must be registered with the Company Register in order to take effect.

The Audit Commission must meet at least three times per year, and on as many additional occasions as required in the interests of the company, at the request of any of its members.

The Audit Commission is invested with at least the powers listed below, notwithstanding any which the company itself may delegate via its governing body, as deemed necessary:

  • Reports for the General Meeting of Shareholders on any issues raised by the shareholders in matters within its remit.
  • Proposal to the Board of Directors for presentation before the General Meeting of Shareholders of the appointment of the external accounts auditors referred to in Article 204 of the Revised Text of the
  • Public Limited Companies Act, approved by Royal Legislative Decree 1564/1989, of 22 December 1989.
  • Supervision of internal audit services, should such a body exist within the corporate structure.
  • Scrutiny of the financial reporting process and the company's internal monitoring systems.
  • Relationships with the outside auditors in order to receive information about any issues which could jeopardise their independence and any other issues connected with the process of performing the accounts audit, in addition to any other notifications provided for in accounts audit legislation and the technical audit standards.

The Audit Commission places its resolutions on record, in a register maintained for this purpose, stating the date of its meeting, the attendees and the resolutions passed.

Director Position Category
Mrs. Isabel Dutilh Carvajal Chairman Independent director
Mr. Miguel Morenés Giles Secretary Proprietary
Mr. Emilio Ybarra Aznar Board Member Independent director