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c)
To supervise the functions of the internal control and risk management division.
d)
To supervise and control the internal audit unit.
e)
To supervise the preparation and presentation of the mandatory financial
information on the Company and its Group.
f)
To ensure that the Board of Directors submits the accounts to the General
Meeting without reservations, restrictions or qualifications in the auditors’ report.
g)
To submit to the Board the selection, appointment, re-election and substitution
proposals regarding the external auditor.
h)
To establish the appropriate relationships with the external auditor to receive
information on the audit plan and its independence.
i)
To inform the Board of Directors of all matters envisaged by Law, in the
Company's Articles of Association and in the Board of Directors’ Regulations and,
in particular, of:
a.
Interim financial reporting.
b.
Acquisition of holdings in special purpose vehicles or in tax havens.
c.
Related party transactions
d.
Annual Corporate Governance Reports.
j)
To establish and supervise a mechanism enabling employees to notify
irregularities, especially of a financial and accounting nature.
k)
To supervise compliance with the corporate governance rules, codes of conduct
and the corporate social responsibility policy.
Organisation and functioning rules:
Formed by a minimum of three and a maximum of five directors who must not be
executive directors, appointed by the Board of Directors, at least one of which must have
knowledge of accounting, audit or both. Most of its members must be independent.
They cease to be Committee members when they cease to be directors, or following a
resolution of the Board of Directors.
The Chairman of the Audit and Control Committee is independent and his term of office is
four years. He may be re-elected one year after removal.
The Committee’s Secretary can be the Secretary to the Board of Directors or the Deputy
Secretary. In the event that the Chairman of the Audit and Control Committee is absent,
the Committee member appointed by such committee from among the attendees at the
meeting will act as Chairman.
The Committee meets following an announcement by the Chairman, once every quarter,
and as requested by at least three of its members, by the Chairman of the Board or the
Chief Executive Officer.
The Audit and Control Committee is validly formed when the number of directors present
or represented exceeds the number of absent directors, and it adopts its resolutions by
absolute majority of the attendees. The Chairman has the casting vote.
Executive directors may attend Committee meetings when agreed by its members and
any Company employee or executive may also be convened at the meeting. The Financial
Director and the Audit and Process Control Director regularly attend the meetings of this
Committee, informing the directors of the matters belonging to their respective
competencies dealt with thereat. An authorised representative of the external auditor also
attends the meetings, when the Committee considers it necessary and, in any case, when
presenting the half-yearly results and preparing the financial statements.
The Audit and Control Committee may use external advisers, in accordance with that set
forth in the Board of Directors’ Regulations.
Minutes are drawn up of the meetings, which are submitted to the Board members.
The Committee provides an account of its activity at the first plenary Board meeting
following each of its meetings.
Activities in 2015 centred mainly around the following: