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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
the Shareholders' Meeting with a qualified auditors' report.
The Board of Directors' Regulations (article 24.i) entrusts the Audit and Control
Committee with the duty of ensuring that the Board submits the accounts to the
Shareholders’ Meeting without reservations or qualifications in the auditors' report. In
exceptional cases in which said reservations or qualifications may arise, both the
Chairman of the Audit and Control Committee and the auditors will have to provide
shareholders with a clear explanation of the content and scope thereof.
The Audit and Control Committee foresees the participation of the external auditors in
certain of the meetings envisaged in each year, as a consequence of the half-yearly
review and of the conclusions of the final audit work. At these meetings, the
conclusions reached by the external auditors as a consequence of their work are
anticipated and analysed, in order to avoid the need to include any potential
reservation, mention or qualification in the auditors' report.
C.1.33
Does the Secretary to the Board have the status of director?
Yes No X
C.1.34
Explain the procedures to appoint and remove the Secretary to the Board, indicating
whether his/her appointment or removal has been reported by the Appointments
Committee and approved by the plenary Board meeting.
Procedure for appointment and removal
The Board of Directors appoints the Secretary to the Board, which may or may not be
a Board Member. As many Deputy Secretaries as necessary may be appointed, either
members or non-members, to assist the Secretary, or substitute him/her in the event
of absence or inability to attend, or should the Office of Secretary not be filled. The
appointment or removal of the Secretary or Deputy Secretary must be reported by the
Appointments and Remuneration Committee and approved by the plenary Board
meeting. Both the Appointments and Remuneration Committee and the Board of
Directors will be responsible for ensuring that the Secretary and the Deputy
Secretary(ies) are chosen from among prestigious professionals with the ideal
qualifications to perform their functions, and for also guaranteeing their
independence and impartiality.
Yes
No
Did the Appointments Committee report the appointment?
X
Did the Appointments Committee report the removal?
X
Did the plenary Board meeting approve the appointment?
X
Did the plenary Board meeting approve the removal?
X
Is the Secretary to the Board particularly in charge of ensuring that the good
governance recommendations are followed?
Yes X No