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The Secretary of the Audit and Control Committee is the Secretary to the Board of
Directorsor aDeputySecretary. In theevent that the Secretaryof theCommittee is absent
or cannot exercise his/her role, the Committee member appointed by him/her from
among theattendees at themeeting inquestionwill act as Secretary.
The Committeemeets following an announcement by the Chairman, once every quarter,
and as requested by at least three of its members, by the Executive Committee or the
Chief ExecutiveOfficer.
The Audit and Control Committee is validly constituted when the number of directors
present or duly represented exceeds the number of absent directors, and it adopts its
resolutions by absolutemajority of the attendees. In the event of a tie, the Chairman has
the castingvote.
The Committeemeetingsmay be attended by executive directors, when expressly agreed
by the Committee members. Likewise, the Committee may convene any Company
employeeor director, and even arrange from them to appearwithout the presenceof any
other director.
As a general and consolidated rule with regard to this Committee's activity, both the
Financial Director and the Internal Audit and Process Control Director attend all its
meetings and occasionally other directors. The external auditor also attends on a regular
basis.
The Audit and Control Committee may seek the counselling of external professionals,
under article34.6of theBoardof Directors' Regulations.
Minutes will be prepared after each meeting of the Committee and the Secretary
will forwarda copy toall themembersof theBoard.
The Board deliberates on the Committee's proposals and reports. The Committee will
report its activities and the work performed on the occasion of the first plenary
meetingof theBoardheldafter eachoneof themeetingsof theCommittee.
Committeename
APPOINTMENTSANDREMUNERATIONCOMMITTEE
Brief description
(Article 43 of the Articles of Association and article 25 of the Board of Directors'
Regulations).
The Appointments and Remuneration Committee is formed by no less than three (3) and
no more than five (5) non-executive directors, appointed by the Board from among its
members, taking into account the knowledge, aptitudes and experience of the directors
and the tasksof theCommittee.
The Chairman of the Appointments and Remuneration Committee is appointed by the
Committee itself from among its independentmembers for amaximum period of four (4)
years, andhe/shemaybe successively re-elected.
The Secretary of the Appointments and Remuneration Committee is the Secretary to the
Boardof Directors or aDeputy Secretary. In the event that the Secretaryof theCommittee
is absent or cannot exercise his/her role, the Committee member appointed by him/her
fromamong theattendees at themeeting inquestionwill act as Secretary.
