Significant agreements to which the company is a party and which take effect, alter or terminate
upon a change of control of the company following a takeover bid and the effects thereof.
BME has not entered into any agreements that would take effect, be altered or terminate in the event of a change in
control of the Company as a result of a takeover bid.
Agreements between the company and its board members or employees providing for compensa-
tion if they resign or are made redundant without valid reason following a takeover bid.
1. Directors.
There are no agreements between the company and its board members providing for compensation if they resign or
are made redundant of if their employment relation ends following a takeover offer, except for the Chairman.
With regard to the Chairman, classified as Executive Director, at Extraordinary General Shareholders’ Meeting held on
5 June 2006 the following resolution was adopted:
“The General Shareholders’ Meeting agrees that in the event of the Chairman of the Board of Directors being removed
from his post, he will have the right to receive an amount equivalent to three times his annual fixed compensation
established by the Shareholders’ Meeting at the time of this event. This payment will have a non-competition condi-
tion and the Chairman shall not be permitted to work for a period of three years in any other company with a similar
or identical corporate purpose of actitivy as BME. If this obligation is not met, the Chairman shall return the amount
received.
The Chairman shall not be paid the amount mentioned above if he voluntarily leaves the post, fails to fulfil his duties
or any of the cases needed for Bolsas y Mercados Españoles to be able to take corporate action against him for
liability concur.
(…)”
The terms of this resolution by the extraordinary General Shareholders’ Meeting have been listed in the provision
of services contract between BME and Antonio J. Zoido Martínez, subsequent to a report by the Appointments and
Remuneration Committee and approval by the Board of Directors.
2.- Senior management.
Four senior managers have signed a senior management contract entitling them to receive compensation in the
event of dismissal equivalent to 45 days, 36, 22 and 12 months salary, respectively, while three senior managers have
an ordinary employment contract entitling them to receive compensation in the event of dismissal equivalent to 45
days in two instances, and 24 months in the other.
3.- Employees.
The employment contracts entered into by BME and its employees are drawn up in accordance with the terms of the
Workers’ Statute, which shall apply to cases of termination of employment.
A description of the main characteristics of the internal control and risk management systems with
regard to statutory financial reporting.
1. The entity’s control environment.
Specify, at least the following components with a description of their main characteristics:
1.1 The bodies and /or functions responsible for: (i) the existence and regular updating of a suitable and effective
ICFR; (ii) its implementation; and (iii) its monitoring.
As stipulated in articles 25 of the Articles of Association and 7 of the Board of Directors Regulations, the Board of
Directors is the Company’s most senior governing and administrative body, and shall assume, among other respon-
sibilities, those of being vigilant of the transparency and veracity of the information of the Company in its relations
with shareholders and with the markets in general, identifying the principal risks of the Company and supervising the
internal control systems. The BME Group has defined an Integrated Risk Management System (IRMS), into which it
incorporated the Internal Control over Financial Reporting (ICFR) system, after the ICFR system was approved by the
Risk Committee.
As stipulated in article 7 of the Board of Directors’ Regulations, the Board of Directors shall entrust the management
of the Company’s ordinary business to its delegate bodies, its executive members and the senior management team.
In line with this task, the BME Group’s finance department is responsible for the design, introduction and functioning
of the ICFR.
The Board, through the Audit Committee, is responsible for ensuring that the BME Group’s internal control and risk
management systems, which include supervising the IRMS (which includes the ICFR), are efficient as per articles 7.4
and 17 of the Board of Directors’ Regulations. These articles also stipulate that
“the internal control and risk manage-
ment systems shall be supervised by the Committee. To this end, the internal control and risk management systems shall
be supervised by the Committee at least once a year, to ensure that the main risks are adequately identified, managed and
210
Appendix to the Annual Corporate Governance Report
In compliance with the Sustainable Economy Law
6
Annual
Report 2012
/ BME
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