• Non-compliance.
• Entry into force and transitory regime.
The Standards of Conduct Committee is the body in charge of applying, interpreting and monitoring these Regula-
tions, as well as approving the instructions or guidelines for their implementation. It is also in charge of investigating
breaches and proposing corrective or disciplinary action where applicable.
This Committee reports to the Markets and Systems Operating Procedures Committee of the Board of Directors. Its
remit includes being cognisant of the Internal Regulations of Conduct and periodically receiving information from the
Standards of Conduct Committee.
Additionally, the BME Group has a Declaration of Ethical Values for the preparation of financial information, approved
by the Risk Committee at its meeting on 13 February 2012, which applies to all BME Group employees.
The declaration of ethical values establishes the rules of conduct to which all employees must adhere and the ethical
principles related to the preparation of financial information, and are based on the following principles:
“(…)
- Independence: employees will adopt a permanent attitude of objectivity and independence in the performance of
their various activities within the Group, not only observing all applicable guidelines but also preventing situations in
which, due to a possible conflict of interest or any other circumstance, impartiality and objectivity could be affected.
- Integrity: employees shall demonstrate honesty and rigour when carrying out tasks concerning the preparation of
financial information and shall not be influenced by external factors which may affect their professional judgment,
and shall ensure that the criteria is maintained at all times and that the information is treated in an impartial and
complete way.
- Responsibility: employees shall use their technical and professional skills when handling and preparing financial
information. They shall be responsible for obtaining the necessary training in order to carry out their duties to the
best of their ability.
Likewise, they shall be subject to applicable legislation regarding financial information and shall respect the proce-
dures established internally. They shall record transactions accurately and maintain the same criteria for all files and
records.
- Professionalism and dedication: all employees shall comply with the professional standards, laws and the rules and
regulations applicable to each case and avoid any situation which might jeopardise the prestige of the Group or its
professionals.
Likewise, they shall endeavour to act in a legal and correct manner.
- Confidentiality: all employees are bound by professional secrecy and strict confidentiality when handling financial
information to which they are privy during the course of their work.
(…)”
‘Whistle-blowing’ channel, for reporting to the audit committee any irregularities of a financial or accounting nature,
as well as breaches of the code of conduct and malpractice within the organisation, stating whether reports made
through this channel are confidential.
Article 17 of the Board of Directors’ Regulations, outlines, among other issues, the responsibilities delegated to the
Audit Committee, stating:“(…) It shall also establish and supervise the proceedings whereby Company personnel may
anonymously report any irregularity in the internal control and risk management systems. (…)”
In accordance with the abovementioned article, at its meeting of 25 January 2007, and following approval from
the Audit Committee, the Board approved the procedure for notifying deficiencies in the internal control and risk
management systems, which is available to all employees on the Group’s intranet.
This procedure for notifying deficiencies is a way for all BME Group staff to report anonymously and in writing, via
any mail system, whilst upholding strict confidence, possible irregularities detected in the internal control and risk
management systems.
For practical purposes, for this procedure the Internal Audit Department shall be responsible for (i) keeping a record
of all notifications received concerning relevant issues; (ii) analysing all notifications and, if applicable, carrying out
the necessary enquiries, verifications and analysis to check the irregularity or deficiency reported; and (iii) informing
the Audit Committee of its actions.
Training and refresher courses for personnel involved in preparing and reviewing financial information or evaluating
ICFR, which address, at least, accounting rules, auditing, internal control and risk management.
The BME Group has a training policy defined by the Human Resources Department aimed at providing a continuous
training plan for all staff involved in preparing and reviewing financial information, as well as assessing ICFR.
During 2012, and as part of the annual training plan for all BME Group employees, various courses were offered.
These courses were internal and external, onsite (offered at the company’s various work centres) and online (based
on an e-learning/blended methodology for those courses which could be offered in this format). The following
areas were covered:
212
Appendix to the Annual Corporate Governance Report
In compliance with the Sustainable Economy Law
6
Annual
Report 2012
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