45. The Audit Committee’s role should be:
1. With respect to internal control and reporting systems:
Review internal control and risk management systems on a regular basis, so the main risks are
properly identified, managed and disclosed.
Monitor the independence and efficacy of the internal audit function; proposing the selection,
appointment, reappointment and removal of the head of internal audit; propose the department’s
budget; receive regular report-backs on its activities; and verify that senior management are acting
on the findings and recommendations of its reports.
Establish and supervise a mechanism whereby staff can report, confidentially and, if necessary,
anonymously, any irregularities they detect in the course of their duties, in particular financial or
accounting irregularities, with potentially serious implications for the firm.
2. With respect of the external auditor:
a) Receive regular information from the external auditor on the progress and findings of the audit
programme, and check that senior management are acting on its recommendations.
b) Monitor the independence of the external auditor, to which end:
- The company should notify any change of auditor to the CNMV as a significant event, accompa-
nied by a statement of any disagreements arising with the outgoing auditor and the reasons for
the same.
- The Committee should investigate the issues giving rise to the resignation of any external auditor.
See sections: C.1.36, C.2.3, C.2.4 and E.2
Partially complies
Partially complies
46. The Audit Committee should be empowered to meet with any company employee or manager,
even ordering their appearance without the presence of another senior officer.
47. The Audit Committee should prepare information on the following points from Recommendation
8 for input to board decision-making:
a) The financial information that all listed companies must periodically disclose. The Committee
should ensure that interim statements are drawn up under the same accounting principles as
the annual statements and, to this end, may ask the external auditor to conduct a limited review.
b) The creation or acquisition of shares in special purpose vehicles or entities resident in juris-
dictions considered tax havens, and any other transactions or operations of a comparable nature
whose complexity might impair the transparency of the group.
c) Related-party transactions, except where their scrutiny has been entrusted to some other
supervision and control committee.
See sections: C.2.3 and C.2.4
48. The Board of Directors should seek to present the annual accounts to the General Shareholders’
Meeting without reservations or qualifications in the audit report. Should such reservations or qualifi-
cations exist, both the Chairman of the Audit Committee and the auditors should give a clear account to
shareholders of their scope and content.
See section: C.1.38
Partially complies
Annual Corporate Governance Report
Report 2013
1...,217,218,219,220,221,222,223,224,225,226 228,229,230,231,232,233,234,235,236