CNMV_IAGC 2013_DEFINITIVO_ING.REV - page 25

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obligation has been established to delegate in one director of the same type. Where
appropriate, details these regulationsbriefly.
In conformity with that established in article 29 of the Board of Directors' Regulations, all
thedirectorsmust attend themeetings held, exceptwhen just causeexists to the contrary.
When non-attendance is unavoidable, the director may grant proxy to another director.
Such delegationmust bemade inwriting for eachmeeting, addressed to the Chairman or
the Secretary, with the related voting instructions, and which may be notified by any
adequate technological procedure (fax, email or letter). Any given Board member can
representmore thanoneof theothermembers. Thedirectors' absences at Boardmeetings
are included in theAnnual CorporateGovernanceReport for each year.
C.1.29
Indicate the number of meetings the Board of Directors has held during the year. Where
applicable, indicate how many times the Board has met without the Chairman in
attendance: In calculating this number, proxies granted without specific instructions shall
be considerednon-attendance: I suppose that it is the session-lessmeeting.
Number of Boardmeetings
9
Number of Boardmeetingsnot attendedby theChairman
0
Indicate howmanymeetings have been heldby the various Board committees throughout
theyear:
Number of ExecutiveCommitteemeetings
9
Number ofAudit Committeemeetings
4
Number ofAppointments andRemunerationCommitteemeetings
4
C.1.30
Indicate the number of meetings the Board of Directors has held during the year with the
attendance of all itsmembers. In calculating this number, proxies grantedwithout specific
instructions shall be considerednon-attendance:
Attendanceof directors
8
%of attendances to total votes during theyear
88.8
C.1.31
Indicate whether the individual and consolidated financial statements submitted to the
Board for its approval havebeenpreviously certified:
Yes No X
Where applicable, identify the person(s) who has (have) certified the Company's individual
and consolidated financial statements tobepreparedby theBoard:
Name
Position
-
-
C.1.32
Explain the mechanisms, if any, established by the Board of Directors to prevent the
individual and consolidated financial statements prepared by it from being presented to
theShareholders'Meetingwithaqualifiedauditors' report.
The Boardof Directors' Regulations (article 24.i) entrusts theAudit andControl Committee
with the duty of ensuring that the Board submits the accounts to the Shareholders’
Meetingwithout reservations or qualifications in the auditors' report. In exceptional cases
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