Board Committees

Report to the General Meeting of Shareholders on the questions that shareholders may raise there on matters of its competence.

Propose to the Company’s Board of Directors, for submission to the General Meeting of Shareholders, the appointment of external accounts auditors referred to under Section 204 of the Public Limited Companies Act (Revised Text).

Review and approve significant changes in the accounting policies of the Company and of the subsidiaries comprised within its Business Group and of the Group itself. In addition, in general, liaise with the external auditors to receive information on those matters that may endanger their independence and any other matter relating to the proceedings of the accounts audit, in addition to any other communication stipulated in the legislation on accounts auditing and on technical auditing standards.

Receive periodic reports from the internal auditing services and supervise its operation; propose the appointment, re-election and termination of its head; assure its independence and efficiency; propose a budget for this service; and verify that senior management takes into account its conclusions and recommendations.

Supervise compliance with internal conduct codes and corporate governance rules.

Be aware of the financial information process and the company’s internal control systems.

Periodically review the risk control and management systems, assuring that they appropriately define the different types of risks (operating, technological, financial, including contingent, legal, and image liabilities, etc.) faced by the company; define the acceptable risk level and establish the appropriate measures for mitigating the risks identified in the event that such risks were to arise.

Review and report on the estimates made by the management of the Company and of those forming part of its Business Group with respect to possible significant fiscal and legal contingencies.

Be aware of the results of inspections carried out by official agencies.

Be aware of the information periodically provided to the Stock Market on the company’s accounts.

Previously inform the Board of Directors of any related party transactions to be submitted for its approval.

Any other matters under its competence pursuant to these Rules, which may be especially entrusted to it by the Board of Directors.

It shall be deemed to be set up when the majority of its members attend and it shall adopt its agreements by majority vote of those attending, with the Chairman having the casting vote in the event of an equal number of votes. It shall meet, prior notice from its Chairman, at least twice a year, coinciding with the initial and final stages of the period when the financial statements of the Company and the consolidated accounts of the Business Group are audited, and always prior to the issue of the corresponding audit reports.

Its meetings may be attended, when specially convened, by the Company Auditor, for the purposes of explaining the most significant aspects of the audits conducted.