Annual Report 2014 BME
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 qualifications 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
49. The majority of Nomination Committee members – or Appointments and remuner-
ation Committee members as the case may be – should be independent Directors.
See section: C.2.1
50. The Nomination Committee should have the following functions in addition to
those stated in earlier Recommendations:
a) Evaluate the balance of skills, knowledge and experience on the board, define
the roles and capabilities required of the candidates to fill each vacancy, and
decide the time and dedication necessary for them to properly perform their
b) Examine or organise, in appropriate form, the succession of the Chairman
and chief executive, making recommendations to the board so the handover
proceeds in a planned and orderly manner.
c) Report on the senior officer appointments and removals which the chief execu-
tive proposes to the board.
d) Report to the board on the gender diversity issues discussed in Recommenda-
tion 14 of this Code.
See section: C.2.4