230
Annual Corporate Governance Report
Annual
Report 2013
BME
PricewaterhouseCoopers Auditores, S.L., Torre PwC, Pº de la Castellana 259 B, 28046 Madrid, España
Tel.: +34 915 684 400 / +34 902 021 111, Fax: +34 913 083 566,
2
R.M.Madrid,hoja87.250-1, folio75, tomo9.267, libro8.054, sección 3ª
Inscrita en el R.O.A.C. con el númeroS0242 -CIF: B-79 031290
This version of our report is a free translation of the original, which was prepared in Spanish.
All possible care has been taken to ensure that the translation is an accurate representation of
the original. However, in all matters of interpretation of information, views or opinions, the
original language version of our report takes precedence over this translation.
Report of the auditors on “Information relating to the Financial Information Internal
Control System (FIICS)” of Bolsas y Mercados Españoles, Sociedad Holding de
Mercados y Sistemas Financieros, S.A. for 2013
To the Board of Directors of Bolsas y Mercados Españoles, Sociedad Holding de Mercados y Sistemas
Financieros, S.A.,
As requested by the management of Bolsas y Mercados Españoles, Sociedad Holding de Mercados y
Sistemas Financieros, S.A. (BME) and in accordance with our proposal letter of 8 May 2013, we have
applied certain procedures on the “Information concerning the Financial Reporting Control System”
(FIICS), included as part of the information complementary to the Annual Corporate Governance
Report for Bolsas y Mercados Españoles, Sociedad Holding de Mercados y Sistemas Financieros, S.A.
for 2013, which summarises the BME’s internal control procedures in relation to annual financial
reporting.
The Board of Directors is responsible for adopting suitable measures to reasonably guarantee the
implementation, maintenance and supervision of an adequate internal control system and
improvements to the system, and the preparation and definition of the content of the accompanying
Information relating to the FIICS.
It should be noted that, irrespective of the quality of design and functionality of BME's internal control
system in relation to its annual financial information, the system can only provide reasonable
assurance, but not absolute assurance, in connection with the objectives pursued, due to the
limitations inherent in all internal control systems.
In the course of our audit work on the annual accounts, and pursuant to Technical Auditing Standards,
our evaluation of BME's internal control was performed for the sole purpose of allowing us to establish
the scope, nature and timing of the audit procedures applied to the Entity's annual accounts.
Consequently, our appraisal of internal control, performed for the purposes of the audit of the
accounts, did not have a sufficient scope to allow us to issue a specific opinion on the effectiveness of
internal controls for regulated annual financial information.
For the purposes of this Report, we have exclusively applied the specific procedures described below
and indicated in the
Guidelines on the Auditor’s Report relating to Information on the system for
Internal Control over Financial Reporting in Listed Companies
, published by the Spanish National
Securities Market Commission on its website, which establishes the work to be performed, the
minimum scope of the work and the content of this report. As the work resulting from these
procedures has, in any event, a limited scope that is substantially less than that of an audit or a review
of the internal control system, we do not express an opinion on its effectiveness, or on its design and
operational efficiency, in connection with BME's financial information for 2013, described in the
accompanying Information relating to the FIICS. Consequently, had we applied other procedures in
addition to the ones stated below, or had we performed an audit or a review of the internal control
system in relation to regulated financial information, other facts or aspects might have been detected
and reported.
PricewaterhouseCoopers Auditores, S.L., Torre PwC, Pº de la Castellana 259 B, 28046 Madrid, España
Tel.: +34 915 684 400 / +34 902 021 111, Fax: +34 913 083 566,
3
R.M.Madrid,hoja87.250-1, folio75, tomo9.267, libro8.054, sección 3ª
Inscrita en el R.O.A.C. con el númeroS0242 -CIF: B-79 031290
Additionally, as this special work is not an audit of the accounts and is not subject to the revised Audit
Act introduced under Royal Decree-Law 1/2011 (1 July), we do not express an audit opinion in the
terms of those regulations.
The procedures applied are listed below:
1.
Reading and understanding the information prepared by BME in relation to the FIICS
attached and assessment of whether such information covers all the information required
consistent with the minimum content described in the Annual Corporate Governance Report
of the CNMV Draft Circular.
2.
Questions posed to personnel responsible for preparing the information indicated in point 1
above, in order to: (i) obtain an understanding of the preparation process; (ii) obtain
information to determine whether the terminology employed fits the definitions contained in
the reference framework; and (iii) obtain information on whether not the control procedures
described are in place and operational in BME.
3.
Review of the explanation documentation supporting the Information indicated in point 1
above, which will consist mainly of the documentation made available to the persons
responsible for preparing the FIICS descriptive information. This documentation includes
reports prepared by the internal auditors, senior management and other internal or external
specialists performing Audit and Control Committee support functions.
4.
Comparison of the Information indicated in point 1 above with the insight into BME's FIICS
obtained through the procedures performed during the audit of the annual accounts.
5.
Reading of minutes of meetings of the Board of Directors, Audit and Control Committee and
other BME’s committees in order to assess the consistency of the matters addressed in them in
connection with the FIICS and the Information indicated in point 1 above.
6.
Obtainment of the letter of representation relating to the work performed, duly signed by the
persons responsible for preparing and issuing the Information indicated in point 1 above.
As a result of the procedures applied to the Information relating to the FIICS, no inconsistencies or
incidents have been identified that could affect that information.
This report has been prepared solely within the context of the requirements laid down by Securities
Market Law 24/1988, as amended by Law 2/2011 (4 March) on the Sustainable Economy, and the
CNMV Draft Circular of 26 October 2011 for the purposes of describing the FIICS in Annual Corporate
Governance Reports.
PricewaterhouseCoopers Auditores, S.L.
Original in Spanish signed by
Julián González Gómez
Partner
28 February 2014
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