CNMV_IAGC 2013_DEFINITIVO_ING.REV - page 34

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C.2.3
Markwitha cross theduties assigned to theAudit Committee (formerlyB.2.2):
Yes
No
Supervisionof theprocessof preparingand integrating the financial
information relating to theCompanyand,whereappropriate, to theGroup,
reviewing compliancewith the regulatory requirements, theadequate
definitionof the consolidation scopeand the correct applicationof
accountingpolicies.
YES
Periodical reviewof the internal control and riskmanagement systems, in
order that themain risks are suitably identified,managedandnotified.
YES
Oversight of the independenceandeffectivenessof the internal audit
function; proposing the selection, appointment, re-electionand removal of
the internal audit servicehead, and theestimate for that service; receiving
periodic informationon its activities; andverifyingwhether senior
management has taken intoaccount the conclusions and recommendations
of its reports.
YES
Establishment and supervisionof amechanismenabling theemployees to
confidentiallyand, if deemedappropriate, anonymously, notify the
irregularitiesof potential importance, especially financial andaccounting
irregularities, communicatedwithin theCompany.
YES
Submission to theBoardof the selection, appointment, re-electionand
substitutionproposals for theexternal auditor, togetherwith the
recruitment conditions.
YES
Regular receipt from theexternal auditor of informationon theaudit plan
andon the resultsof its implementation, andverifywhether senior
management takes intoaccount his/her recommendations.
YES
Assuranceof theexternal auditor's independence.
YES
C.2.4
Provide a description of the organisation and functioning rules, together with the
responsibilities attributed toeachof theBoard'sCommittees.
Committeename
AUDITANDCONTROLCOMMITTEE
Brief description
(Article 42 of the Articles of Association and article 23 of the Board of Directors'
Regulations).
TheAudit andControl Committee is formedbyno less than three (3) andnomore than five
(5) directors. All the directors are non-executive and are appointed by the Board from
among its members, taking into account the knowledge, aptitudes and experience of the
directors and the tasksof theCommittee.
The Committee itself appoints its Chairman from among its members for a maximum
period of four (4) years, and he/she may be re-elected after the period of one (1) year
followinghis/her removal.
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