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Observations
Articles 19.5-e and 19.6-c of the Board of Directors' Regulations establish that the
Secretary to the Board of Directors must provide special supervision to guarantee the
legal and by-law regularity of the Board's procedures, also verifying compliance with
the provisions of the regulatory bodies, together with their recommendations, and it
will guarantee that the company's corporate governance procedures and rules are
respected.
C.1.35
Indicate what mechanisms the company has established, if any, to preserve the
independence of the external auditors, the financial analysts, the investment banks and
the rating agencies.
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 auditor; for receiving regular information regarding his/her activities; and for
verifying that senior management takes into account the conclusions and
recommendations of its reports.
In this connection, in accordance with 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 relations with the external auditor to receive
information on matters that may 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, together with information on additional services of any kind provided to these
entities by the aforementioned auditors, or by persons or entities related thereto,
in accordance with the audit legislation.
b)
The company will have to inform the Spanish Securities Market Commission
(CNMV), as a significant event, of a change of auditor, attaching thereto, as the
case may be, a statement regarding the possible disagreements with the outgoing
auditor and, if they had existed, the content thereof.
c)
The company has established the appropriate measures 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 independence of auditors.
d)
The Audit and Control Committee has competency to examine the circumstances
which motivated the external auditor to resign, in the event this occurs.
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
information on the audit and other services provided by the external auditor in the
year.
C.1.36
Indicate whether the company has changed its external auditor during the year. If so,
identify the incoming and outgoing auditors:
Yes No X
Outgoing auditor
Incoming auditor
If there were disagreements with the outgoing auditor, explain their grounds: