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periodical information with regard to its activities; and verify that senior management takes
into consideration the conclusions and recommendations of its reports.
c)
Establish and supervise a mechanism whereby staff can report, confidentially and, if
possible and appropriate, anonymously, any irregularities, in particular of a financial or
accounting nature, with potentially serious implications for the firm.
2.
With respect to the external auditor:
a)
The Committee should investigate the issues giving rise to the resignation of any external
auditor.
b)
Oversee that the external auditor's remuneration for its work does not compromise its
quality or independence.
c)
Supervise that the Company notifies any change of auditor to the CNMV as a significant
event, accompanied by a statement on the possible existence of any disagreements arising
with the outgoing auditor and the reasons therefor, if any.
d)
Ensure that the external auditor annually holds a meeting with the plenary session of the
Board of Directors to inform it of the work performed and of the evolution of the
accounting situation and Company risks.
e)
Ensure that the Company and the external auditor comply with the regulations in force
concerning the provision of services other than auditing services, the limits in regard of the
auditor's business concentration and, in general, any other rules aimed at ensuring the
auditor's independence.
Complies partially Explain:
The Company complies with all the Recommendations except section 2 d), since it was not
considered necessary for the external auditor to inform the plenary session of the Board of
Directors of the work performed and of the evolution of the Company’s accounting situation and
risks. However, the external auditor is convened whenever necessary, but always on a periodical
basis and at least twice a year, by the Audit and Control Committee, which is the body
specialised in this area, with the concomitant advantages in terms of its technical ability and
availability to analyse the matters falling under its competency with greater devotion and
thoroughness and fewer time restraints. On a complementary basis, the Chairman of the Audit
and Control Committee personally informs the Board of Directors of these matters previously
notified by the external auditor. The minutes of the Audit and Control Committee meetings are
sent to all the directors, thereby guaranteeing that they have in-depth knowledge of the work
they perform, and that they have the required information to study and critically assess their
work and consider, where appropriate, the additional documentation, analysis or direct
information requirements.
43.
The Audit Committee should be empowered to meet with any Company employee or manager, even
ordering their appearance without the presence of another senior officer.
Complies
44.
The Audit Committee should be informed of the structural and corporate amendment procedures the
Company plans to implement for analysis, and preliminary report to the Board of Directors on its
economic conditions and accounting impact and, especially, where appropriate, on the proposed
share equation.
Complies
45.
The risk management and control policy should specify at least:
a)
The different types of risk, financial and non-financial (including operational, technological, legal,
social, environmental, political and reputational) to which the Company is exposed, with the