reported, and will discuss with the auditors or audit firms or experts appointed for that purpose any significant weaknesses
detected in the auditing process.”
The Internal Audit Department of the BME Group plays a key role in carrying out the competencies delegated to it by
the Audit Committee with regard to monitoring IRMS and, particularly, ICFR. Thus, the Regulations for the BME Group
Internal Audit state that, among its functions, the Internal Audit Department shall:
“...oversee the proper functioning of
the internal control and risk management systems, and keep the Board, Audit Committee and senior management of BME
informed, through the Risk Committee, on the adequacy and effectiveness of the procedures, norms, policies and instruc-
tions established by Group companies to ensure the proper functioning of these systems to attain goals related to:
• Effectiveness and efficiency of resources and operations.
• Reliability of financial and operational information.
• Compliance with applicable laws and other regulations.”
1.2 If there are, especially in the process of preparing the financial information, the following characteristics:
Departments and/or mechanisms in charge of: (i) the design and review of the organisational structure; (ii) defining
clear lines of responsibility and authority, with an appropriate distribution of tasks and functions; and (iii) deploying
procedures so this structure is communicated effectively throughout the company.
The BME Group is a group of companies under coordinated management divided into seven Business Units (Equities,
Derivatives, Fixed Income, Settlement, Information, Listing and IT & Consulting) and seven Corporate Areas (Human
Resources, Technology, Finance, Corporate Communication, International Relations, General Secretariat and Legal
Consultancy).
Pursuant to articles 7.4 and 17 of the Board of Directors’Regulations, the Board shall monitor the financial information
released to shareholders and the markets in general. According to article 17.2 of the same Regulations, the Audit
Committee shall assist the Board in implementing this duty. As we have noted above, 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, focusing its activity on driving, directing and supervising matters of particular significance
for the Company, undertaking in this respect as general tasks, among others, those of defining the general strategy
andmanagement guidelines of the Company, giving impetus to and overseeing the senior management, establishing
the basis of the corporate organisation in order to ensure its maximum efficiency.
For that purpose, the BME Group has various procedure manuals in place which clearly establish the allocation of
tasks and levels of responsibility and authority in the preparation of financial information. These manuals have been
distributed to all employees who take part in preparing relevant financial information, including all companies of
the Group. With this framework, the BME Group endeavours to guarantee, among other aspects, that the established
organisational structure offers a consistent ICFR model.
Code of conduct, approving body, dissemination and instruction, principles and values covered (stating whether it
makes specific reference to record keeping and financial reporting), body in charge of investigating breaches and
proposing corrective or disciplinary action.
The Company has in place a Code of Conduct of the BME Group and its Internal Regulations of Conduct of BME,
Sociedad Holding de Mercados y Sistemas Financieros, S.A., approved by the Board.
The Code of Conduct of the BME Group was approved by the Board of Directors on 29 November 2012 as part of the
system for the prevention of criminal risks and comprises the ethical principles and conduct which all BME Group
directors, legal representatives, managers and employees must comply with. The Code of Conduct lays down the
general guidelines for conduct of all the individuals affected by the code and describes the guidelines for conduct
in specific situations, including the fulfilment of accounting and taxation obligations and compliance with internal
controls in this regard.
In conjunction with the Code of Conduct of the BME Group, the Internal Regulations of Conduct lay down the prin-
ciples and framework of action for the Company and its Group with respect to the securities markets. All employees
receive a copy of these Regulations, which are also permanently available both in the internal regulations and on the
Company’s website.
The main points covered in these Regulations, as well as how training is given, are as follows:
• Individuals included.
• Actions included and securities affected.
• Standards of Conduct Committee
• General principles of conduct.
• Conflicts of interest.
• Use of information.
• Transactions.
• Special rules regarding inside information.
• Material information.
• Rules on the management of treasury stock.
211
Appendix to the Annual Corporate Governance Report
In compliance with the Sustainable Economy Law
6
Annual
Report 2012
/ BME
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