28 / 63
28
C.2.3
Mark with a cross the duties assigned to the Audit Committee (formerly B.2.2):
Yes
No
Supervision of the process of preparing and integrating the financial
information relating to the company and, where appropriate, to the
group, reviewing compliance with the regulatory requirements, the
adequate definition of the consolidation scope and the correct
application of accounting policies.
YES
Periodical review of the internal control and risk management systems,
in order that the main risks are suitably identified, managed and notified.
YES
Oversight of the independence and effectiveness of the internal audit
function; proposing the selection, appointment, re-election and removal
of the internal audit service head, and the estimate for that service;
receiving periodic information on its activities; and verifying whether
senior management has taken into account the conclusions and
recommendations of its reports.
YES
Establishment and supervision of a mechanism enabling the employees
to confidentially and, if deemed appropriate, anonymously, notify the
irregularities of potential importance, especially financial and accounting
irregularities, communicated within the company.
YES
Submission to the Board of the selection, appointment, re-election and
substitution proposals for the external auditor, together with the
recruitment conditions.
YES
Regular receipt from the external auditor of information on the audit
plan and on the results of its implementation, and verify whether senior
management takes into account his/her recommendations.
YES
Assurance of the external auditor's independence.
YES
C.2.4
Provide a description of the organisation and functioning rules, together with the
responsibilities attributed to each of the Board's Committees.
Committee name
EXECUTIVE COMMITTEE
Brief description
Article 39 of the Articles of Association and articles 21 and 22 of the Board of Directors'
Regulations.
Composed of no less than three (3) and no more than nine (9) directors, preferably five
(5).
The Board will determine the exact number of members considering its own size,
optimum operability and effectiveness and the number of members of the remaining
committees. They are appointed with the favourable vote of at least two thirds of the
Board of Directors. As a result of their position, the Chairman of the Board of Directors
and the Chief Executive Officer are members of the Executive Committee.
The Chairman of the Executive Committee is the director who holds this post on the
Board of Director once he/she has been appointed a member of the Committee and, in
his/her absence, it would be the Deputy Chairman and, should there be various, he/she
corresponding by order, provided that he/she is a member thereof. In the event that
the Chairman of the Executive Committee is absent, the Committee member appointed
by him/her from among the attendees at the meeting will act as Chairman.