Annual Report 2014 BME
45. The Audit Committee’s role should be:
1. With respect to internal control and reporting systems:
a) Review internal control and risk management systems on a regular basis, so the
main risks are properly identified, managed and disclosed.
b) 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.
c) 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:
i) The company should notify any change of auditor to the CNMV as a signifi-
cant event, accompanied by a statement of any disagreements arising with
the outgoing auditor and the reasons for the same.
ii) The Committee should investigate the issues giving rise to the resignation of
any external auditor.
See section: C.1.36, C.2.3, C.2.4 and E.2
46. The Audit Committee should be empowered to meet with any company employee
or manager, even ordering their appearance without the presence of another
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 jurisdictions considered tax havens, and any other transactions or
operations of a comparable nature whose complexity might impair the trans-
parency of the group.
c) Related-party transactions, except where their scrutiny has been entrusted to
some other supervision and control committee.
See section: C.2.3 and C.2.4