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inclusion under financial or economic risks of contingent liabilities and other off-balance-sheet
risks.
b)
The setting of the level of risk considered acceptable by the Company.
c)
The measures established to mitigate the impact of the risks identified, should they materialise.
d)
The internal control and reporting systems used to control and manage the aforesaid risks,
including contingent liabilities and off-balance sheet risks.
Complies
46.
Under the direct supervision of the Audit Committee or, where appropriate, of a specialised
committee of the Board of Directors, an internal control and risk management function exists
exercised by a unit or internal department of the Company to which the following functions have
been expressly attributed:
a)
Ensure the sound functioning of the risk management and control systems and, in particular, that
they adequately identify, manage and quantify all important risks affecting the Company.
b)
Actively participate in the preparation of the risk strategy and in the important decisions on its
management.
c)
Oversee that the risk management and control systems adequately mitigate the risks in the
framework of the policy defined by the Board of Directors.
Complies
47.
Members of the Appointments and Remuneration Committee –or of the Appointments Committee
and the Remuneration Committee if they are separate– should be appointed endeavouring to ensure
that they have the knowledge, aptitudes and experience adapted to the functions they are being
called on to exercise, and the majority of such members must be independent directors.
Complies
48.
Large cap companies must have separate appointments and remuneration committees.
Not applicable.
49.
The Appointments Committee should consult with the Chairman of the Board of Directors and the
Company's Chief Executive Officer, especially on matters relating to executive directors.
Any Board member may suggest the potential directorship candidates it deems appropriate to the
Appointments Committee for its consideration.
Complies
50.
The Remuneration Committee should exercise its functions independently, and in addition to those
attributed by Law, it has the following duties:
a)
To propose the basic conditions of the senior executive contracts to the Board of Directors.
b)
To oversee compliance with the remuneration policy set by the Company.
c)
To periodically review the remuneration policy applied to directors and senior executives,
including the remuneration systems with shares and their application, and to guarantee that their
individual remuneration is in proportion to that paid to the remaining directors and senior
executives of the Company.
d)
To ensure that potential conflicts of interest do not affect the independence of the external
advisory services provided to the Committee.
e)
To verify the information on the remuneration of directors and senior executives contained in
the different corporate documents, including the Annual Directors' Remuneration Report.