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The Secretary of the Executive Committee will be that of the Board of Directors and, in
his/her absence, the Deputy Secretary, and, should there be various, he/she
corresponding by order. In the event that all of the foregoing are absent or cannot
exercise their role, the Committee member appointed by him/her from among the
attendees at the meeting in question will act as Secretary. The Secretary of the
Committee will only be entitled to vote if she/he also performs the function of director
and member of the Executive Committee. The delegation of powers to the Executive
Committee requires the favourable vote of two thirds of the members of the Board of
Directors, and may include all or a part of the Board's powers, except those which are
not delegable. It may have an undefined nature, while its revocation is not agreed upon
by an equal majority. The Executive Committee meets subject to an announcement by
the Chairman, provided that it is requested in the Company's interest, on a regular
basis, once a month, unless not deemed necessary by the Chairman.
The Committee is validly constituted with the assistance of the majority of its members,
and adopts its resolutions by the absolute majority of its members present or duly
represented, always by another director member of the Executive Committee.
The Chairman has the casting vote. The Board of Directors must always have
knowledge of the matters dealt with and of the decisions adopted by all its committees.
The Secretary ensures that all members receive a copy of the minutes.
Committee name
AUDIT AND CONTROL COMMITTEE
Brief description
Article 42 of the Articles of Association and article 23 of the Board of Directors'
Regulations.
Composed of no less than three (3) and no more than five (5). All the directors are non-
executive and are appointed by the Board from among its members, taking into account
the knowledge, aptitudes and experience of the directors and the tasks of the
Committee.
The Committee itself appoints its Chairman from among its members for a maximum
period of four (4) years, and he/she may be re-elected after the period of one (1) year
following his/her removal. The Secretary is that of the Board of Directors or a Deputy
Secretary. In the event that the Secretary of the Committee is absent, the Committee
member appointed by him/her from among the attendees at the meeting in question
will act as Secretary.
The Committee meets following an announcement by the Chairman, once every
quarter, and as requested by at least three (3) of its members, by the Executive
Committee or the Chief Executive Officer. 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 absolute majority of the
attendees. The Chairman has the casting vote.
The Committee meetings may be attended by executive directors, when expressly
agreed by the Committee members. Likewise, the Committee may convene any
company employee or director, and even arrange for them to appear without the
presence of any other director. Both the Financial Director and the Internal Audit
Director attend all its meetings, together with other executives on a sporadic basis. The
external auditor also attends on a regular basis.
It may seek the advisory services of outside professionals (article 34.6 of the Board of
Directors' Regulations).