- Teresa María Cubas Méndez
- Cristina Rembado Thomas
- Juan Carlos Genestal Martínez
- Non-director Secretary: María del Camino Montero Sainz
- First Deputy Secretary: María José García Bragado
a) To report to the General Shareholders' Meeting on relevant matters that fall within the committee's remit, and, in particular, on the outcome of the audit by explaining how this has helped to ensure the integrity of the financial information and the role that the committee has played in that process.
b) To monitor the effectiveness of the Company's internal control, internal audit and risk management systems and to discuss with the financial auditor any significant shortcomings found to exist in the internal control during the audit, all without compromising the auditor's independence. It may also may present recommendations or proposals to the Board of Directors and establish an appropriate follow-up period.
In particular, in relation to monitoring of internal control, the Committee is responsible for:
- Monitoring and evaluating the effectiveness of systems, policies and procedures relating to risk management and regulatory compliance at the Company.
- Proposing to the Board of Directors recommendations to enhance the effectiveness and adequacy of systems, policies and procedures in risk management and regulatory compliance at the Company.
- Following up on the implementation of recommendations or modifications of systems, policies and procedures in risk management and regulatory compliance at the Company.
- Analysing and verifying reports related to the internal audit function at the Company.
- Serving as a channel of communication between the Board of Directors and those responsible for internal audit at the Company.
- Reviewing, prior to its approval by the Board of Directors, the proposed audit plan drawn up each year by the Company's Internal Audit department, and checking the proper implementation of the approved internal audit plan for each year and the performance of internal audit functions.
c) Supervising the process of preparing and presenting the required financial information and submitting recommendations or proposals to the Board of Directors, with the purpose of preserving its integrity.
d) Laying before the Board of Directors proposals for the selection, appointment, re-election and replacement of the account auditor, being responsible for the selection process, in accordance with applicable rules, and the terms of their engagement and gathering regular information from the auditor on the audit plan and its implementation, while also protecting their independence when carrying out their duties and functions.
e) Establishing appropriate relations with the external auditor in order to receive information on any issues that may threaten their independence, for scrutiny by the Committee, and any other issues relating to the auditing of accounts and, where appropriate, the authorisation of services other than those prohibited, all this in accordance with applicable law and regulations governing auditor independence and any other communications provided for in financial auditing legislation and auditing standards.
In any case, they shall receive a statement from the external auditors each year confirming their independence from the Company or any entities linked directly or indirectly to the Company, along with detailed and individualised information about any additional services rendered and the relevant fees received from those entities by the external auditor or by persons or entities linked to the external auditor, all this in accordance with current legislation governing the auditing of accounts.
f) Issuing annually, prior to the issuance of the audit report, a report in which they express their opinion on whether the independence of the accounts auditor or audit firms has been compromised.
This report must contain, in all cases, a reasoned appraisal of the rendering of each and every one of the additional services referred to in point (e) above, considered individually and as a whole, other than the statutory audit and in relation to the rules on independence or the rules governing the auditing of accounts.
g) Informing the Board of Directors in advance on all matters provided for in the law and, where appropriate, by-laws regarding:
- The financial information that the company must periodically make public,
- The creation or acquisition of shares in special purpose entities or those domiciled in countries or territories regarded as tax havens.
- Operations with related parties.