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47.
The Audit Committee should inform the Board, prior to the adoption by it of the related decisions,
of the following matters indicated in Recommendation 8:
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
same accounting principles as the annual statements and, to this end, may ask the external
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 nature whose complexity could undermine the Group’s transparency.
c)
Related-party transactions, except when that report function has been previously attributed to
another supervision and control committee.
See headings:
C.2.3 and C.2.4
Complies
48.
The Board of Directors shall try to avoid the accounts being presented to the GSM with 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.
See heading:
C.1.38
Complies
49.
The majority of Appointments Committee members – or ppointments and Remuneration
Committee members as the case may be – should be independent directors.
See heading:
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 on 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 properly perform their duties.
b)
To examine or organize, in the manner it deems suitable, the succession of the Chairman
and the Chief Executive Officer and, where appropriate, make corresponding proposals to
the Board for an orderly, well-planned succession.
c)
Report on the senior officer appointments and removals that the Chief Executive Officer
proposes to the Board;
d)
Report to the Board on the gender diversity issues discussed in Recommendation 14 of this
Code.
See heading: C.2.4
Complies
51.
The Appointments Committee shall consult with the company Chairman and the Chief Executive
Officer with respect to matters related to Executive Directors.