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C.1.35
Indicate what mechanisms the Company has established, if any, to preserve the
independenceof theexternal auditors, the financial analysts, the investment banks and the
ratingagencies.
The Audit and Control Committee is responsible for ensuring the independence and
efficiency of audits; for proposing the selection, appointment, re-election and dismissal of
the internal audit head; for receiving regular information regarding his/her activities; and
for verifying that senior management takes into account the conclusions and
recommendationsof its reports.
In this connection, in accordancewith the Audit Law approved by Legislative Royal-Decree
1/2011 of 1 July and its enacting Regulation, approved by Royal Decree 1517/2011 of 31
October, as well as the consolidated Spanish Companies Law, approved by Legislative
Royal- Decree 1/2010 of 2 July, the Audit and Control Committee establishes the
appropriate relationswith the external auditor to receive informationonmatters thatmay
jeopardize its independence.
For this purpose:
a)
On an annual basis, the Company receives written confirmation from the external
auditors of its independence vis-à-vis the entities directly or indirectly related to it,
togetherwith informationonadditional services of any kindprovided to theseentities
by the aforementioned auditors, or by persons or entities related thereto, in
accordancewith theaudit legislation.
b)
The Company must inform the Spanish National Securities Market Commission, as a
Significant Event, of a change of auditor, attaching thereto, where appropriate, a
statement regarding thepossible disagreementswith theoutgoing auditor and, if any,
with the content thereof.
c)
The Company has established the appropriatemeasures to ensure that the Company
and the auditor comply with the applicable laws regarding the provision of services
other than auditing services, with the restrictions on the concentration of the
auditor’s business, and, in general, with other laws stipulated to safeguard the
independenceof auditors.
d)
The Audit and Control Committee has competency to examine the circumstances
whichmotivated theexternal auditor to resign, in theevent thisoccurs.
The Audit and Control Committee is obliged to issue a report each year expressing an
opinion on the independence of the auditors, including a statement on the provision of its
additional services of any kind (Additional Provision Eighteen of Securities Market Law
24/1988).
The notes to the financial statements and this Corporate Governance Report contribute
informationon theaudit andother servicesprovidedby theexternal auditor in theyear.
C.1.36
Indicate whether the Company has changed its external auditor during the year. If so,
identify the incomingandoutgoingauditors:
Yes No X
Outgoingauditor
Incomingauditor
If thereweredisagreementswith theoutgoingauditor, explain their grounds:
