Article 21.- The Committees
For the purposes of greater efficiency in its functions and notwithstanding the powers conferred to the Board by the Bylaws for setting up the Committees it may deem expedient, an Executive Committee shall be created, with powers delegated by the Board, in addition to an Audit Committee and an Appointment and Remuneration Committee, with functions which, within the scope of the legislation in force and the Company Bylaws, are laid down by these Rules.
Article 22.- The Executive Committee
The Executive Committee shall be made up of the Chairman of the Board of Directors, who shall act as its Chairman, and by the Vice-Chairman or both Vice-Chairmen, in the event that these positions had been appointed, by Board Members appointed by the Board of Directors for such purpose, and by the Secretary to the Board of Directors, with entitlement to participate but not to vote, who shall act as its Secretary.
The Executive Committee shall meet as often as it is convened by its Chairman, on his or her own initiative or on request by, at least, two of its members. It shall be deemed to be set up when the majority of its members attend, present or represented, and unless the legislation in force, the Company Bylaws or these Rules provide otherwise, it shall adopt its agreements by majority vote of those attending, present or represented.
The Executive Committee shall have, by delegation of the Board of Directors, all the powers that correspond to it except those which, by law or bylaw, cannot be delegated. Nevertheless, the Board of Directors may pass on knowledge of and the decision upon any matter of its competence, and on its part, the Executive Committee may subject the decision on any matter to the Board of Directors, which even though a matter of its competence, deems necessary or expedient for the Board to decide upon.
Insofar as it were deemed necessary, and with the natural adaptations, the operation of the Executive Committee shall be governed by the provisions of these rules regarding the operation of the Board of Directors.
Article 23.- The Audit Committee
In accordance with the provisions of Article 20 b of the Company Bylaws, there shall be an Audit Committee made up of a minimum of three and a maximum of five members who shall be appointed and discharged, from among its members, by the Board of Directors. Under no circumstances may such appointment cannot fall to anyone who currently performs or who has carried out tasks of an executive or labour-related nature in the Company during the three immediately preceding years. At least one of the members of the Audit Committee shall be independent and shall be appointed on the basis of his or her knowledge and experience in accounting or auditing or both. The Chairman’s appointment, also to be carried out by the Board of Directors, shall necessarily correspond to one of the Company’s non-executive Directors, who may not remain in such position for a period in excess of four years, although he may, nevertheless, be re-elected after the term of one year has elapsed from the moment of termination. The Secretary to the Board of Directors shall attend the Committee’s meetings and shall act as its Secretary, with entitlement to participate but not to vote, and shall write up the minutes of the meeting, which shall be forwarded to all members of the Board of Directors following their approval.
It shall only be deemed as constituted when the majority of its members are present and shall adopt its agreements by majority vote of those attending. In the event of a tie, the Chairman shall have the casting vote. It shall meet when convened by the Chairman and, at least twice a year, coinciding with the initial and final stages of the audit of the Company’s financial statements and of the consolidated financial statements of its Business Group and always prior to issuing the corresponding audit reports. Meetings may be attended, when specially summoned, by the Auditor of the Company for the purposes of explaining the most significant aspects in the audits carried out.
The Audit Committee shall have the following functions:
1. Report to the General Shareholders’ Meeting on the questions presented therein on matters of their authority.
2. Monitor the effectiveness of the company’s internal control, internal audit, and if applicable, risk management systems, and discuss any significant weaknesses in the internal control system identified during the performance of the audit with the auditors or audit firms.
3. Oversee the preparation and presentation of the regulated financial information.
4. Propose to the Company’s Board of Directors, for submission to the General Shareholders’ Meeting, the appointment of auditors or audit firms in accordance with applicable law.
5. Establish the appropriate relationships with auditors or audit firms for the purpose of receiving information on any matter which may compromise their independence and any other matter relating to the process of auditing the accounts, in addition to any other communication laid down in Spanish legislation regarding auditing accounts and technical auditing standards. In any case, auditors and audit firms shall annually furnish the committee with written confirmation of their independence from the company or directly and indirectly related companies, in addition to reporting any additional services of any type presented to these companies by the aforementioned auditors or firms, or related individuals or companies, in accordance with the provisions of current Spanish legislation.
6. Annually and prior to the issuance of the auditors’ report, issue a report expressing an opinion on the independence of the auditors or audit firms. In any case, this report shall give an opinion on any of the above referred to additional services provided.
7. Review and inform on the estimates made by Company management and of those companies comprised within its Group of Companies with respect to possible significant tax and legal contingencies.
8. Be aware of the results of inspections conducted by official entities.
9. Be aware of the information periodically provided to the Stock Market on the company’s accounts.
10. Previously inform the Board of Directors of any related party transactions to be submitted for its approval.
11. Any other matters for which it is responsible in accordance with the provisions of these Rules, or which may be especially entrusted to it by the Board of Directors or attributed to it under current Spanish legislation.
The provisions set forth in these rules regarding the operation of the Board of Directors shall be applied to the Audit Committee as necessary and with the natural adaptations.
Article 24.- The Appointment and Remuneration Committee
Likewise, the Board of Directors shall set up an Appointment and Remuneration Committee to be made up of a Chairman and a minimum of two Members who shall be freely elected and moved, from among its members, by the Board of Directors, and who shall perform their functions indefinitely or during the term for which they were elected. The appointment of the Chairman must fall on one of the independent Board Members. Its meetings shall be attended by the Secretary to the Board of Directors, with entitlement to participate but not to vote, who shall act as its Secretary, and shall write up the minutes of the meeting, which shall be forwarded to all members of the Board of Directors following their approval.
It shall only be deemed to be set up when the majority of its members attend and it shall adopt its agreements by majority vote of those attending, with the Chairman having the casting vote in the event of an equal number of votes. It shall meet, prior notice from its Chairman, at least twice a year.
The Appointment and Remuneration Committee has the following tasks:
1. Report on the remuneration system for the Chairman of the Board of Directors and other top executives in the Company. Where appropriate, make the pertinent recommendations to the Board so that the succession of the Chairman and, if applicable, Chief Executive Officer, proceeds in a planned and orderly manner. It will also consult with the Chairman, and if appropriate, the Chief Executive Officer, on any matters within its competence affecting the Company's executive Board Members and other senior executives.
2. Report on the distribution among the members of the Board of Directors of the overall remuneration agreed upon by the General Shareholders’ Meeting, and if applicable, the establishment of supplementary remuneration and other supplementary payments corresponding to executive directors in relation to their functions.
3. Report on the remuneration of Board Members.
4. Report on multi-annual plans that may be set up according to stock value such as stock option plans.
5. Proposed appointment or re-appointment of independent Board members and report on the proposed appointment of other Board Members and of the Secretary to the Board of Directors. For these purposes, the skills, knowledge, experience and dedication to the good performance of their duties of those proposed as Board Members should be assessed. It shall also report on the proposed early resignation of any Independent Board Members.
6. Proposed appointment of Senior Executives, especially those who will form part of the Group's Management Committee, and the basic conditions of their contracts.
7. Issues relating to gender diversity on the Board of Directors.
8. Any other matters under its competence pursuant to these Rules, which may be especially entrusted to it by the Board of Directors.
Insofar as it were deemed necessary, and with the natural adaptations, the operation of the Appointment and Remuneration Committee shall be governed by the provisions of these rules regarding the operation of the Board of Directors.