65
46.
The Audit Committee should be empowered to meet with any Company employee ormanager,
evenordering their appearancewithout thepresenceof another senior officer.
Complies
47.
The Audit Committee should inform the Board, prior to the adoptionby it of the relateddecisions,
of the followingmatters indicated inRecommendation8:
a)
The financial information that the Company, as a publicly traded company, must disclose
periodically. The Committee should ensure that interim statements are drawn up under the
sameaccountingprinciples as theannual statements and, to this end,mayask theexternal auditor
to conduct a limited review;
b)
The creation or acquisition of shares in special-purpose entities or entities domiciled in countries
or territories considered tax havens, and any other transactions or operations of an analogous
naturewhose complexity couldundermine theGroup’s transparency.
c)
Related-party transactions, except when that report function has been previously attributed to
another supervisionand control Committee.
Seeheadings:
C.2.3andC.2.4
Complies
48.
The Board of Directors shall try to avoid the accounts being presented to the GSMwith reservations
and qualifications in the auditors' report. When this is not possible, both the Chair of the Audit
Committee and the auditors must clearly explain the content and scope of such reservations and
qualifications to the shareholders.
Seeheading:
C.1.38
Complies
49.
The majority of Appointments Committee members – or Appointments and Remuneration
Committeemembers as the casemaybe– shouldbe independent directors.
Seeheading:
C.2.1
Explain
The Appointments and Remuneration Committee comprises five members, two of which are
independent and the remaining three are significant-shareholder appointed non-executive directors.
Although the independent directors do not represent the majority, it is considered that their
participation in this associated board is sufficient to guarantee the correct functioning of this
Committee in the exercise of its corresponding powers. Also, the proportion represented by them is in
line with the Company's capital structure and is equivalent to that also applied in all the remaining
director bodies.
50.
The Appointments Committee should have the following duties in addition to those stated in the
earlier recommendations:
a)
Evaluate the competences, knowledge and experience required on the Board, define the
functions and capabilities required of the candidates to fill each vacancy accordingly, and
decide the time and dedication necessary for them to properlyperform their duties.
b)
To examine or organize, in the manner it deems suitable, the succession of the Chairman
and the Chief Executive Officer and, whereappropriate, make corresponding proposals to the
Board for anorderly,well-planned succession.
c)
Report on the senior officer appointments and removals that the Chief Executive Officer
proposes to theBoard;
d)
Report to theBoardon the gender diversity issuesdiscussed inRecommendation14of thisCode.
