- - María Luisa Jordá Castro (External independent Director)
- - Pedro Guerrero Guerrero (External Director)
- - Álvaro Álvarez Alonso Plaza (External Independent Director)
- - Gloria Calvo Díaz (Secretary/no Director)
According to the Company's by-laws, the Audit Committee is composed of a minimum of three and a maximum of seven members appointed by the Board of Directors for two-year terms which are automatically renewable. The Chairman must be replaced ever four years or before and may be re-elected once year after stepping down as Chairman.
The person responsible for the Auditing Division, accompanied as necessary by other people in his/her area, acts as the presenter at the Committee meeting, as does the person responsible for the Regulatory Compliance Unit upon request. The auditor's representatives participate in the quarterly Committee meetings in which the results are verified before being published an in an annual monographic session on the auditor's report for the fiscal year, the conclusions of which are also presented by the auditor to the Board of Directors. The Chairman and CEO of the Bank may be called by the Committee Chairman to appear at the Committee meeting.
The Bank?s Audit Division depends hierarchically on the Audit Committee, which approves the appointment and removal of the person responsible for the Division, the annual budget and the planning of its activities.
Among other, the functions of the Audit Committee include the following:
- - To present the Committee's Annual Report to the General Meeting of Shareholders and to respond to the questions raised by shareholders and falling within its scope of authority.
- - To propose to the Board of Directors for submission to the General Meeting of Shareholders, the appointment, re-election or replacement of the external auditors and to ensure the rotation of auditing firms or teams and the prevention of conflicts of interest.
- - To supervise the Company?s internal audit services and to guarantee the independence, autonomy and universality of the internalauditing function.
- - To oversee and supervise the Company?s financial information processes and internal control system, with special reference to the regulations governing privileged and relevant information.
- - To handle relations with the external auditors and to receive information from them, particularly on questions relative to the account auditing process. The external auditors appear at a Board Meeting at least once a year and quarterly at Committee meetings.
- - To verify the Bank's and Group's quarterly financial statements and annual accounts, the annual report and the management report prior to being proposed by the Board of Directors or approved and prior to its publication following an examination of the reports of the external auditors and the Audit Division.
- - To resolve the conflicts of interest and other questions relative to the norms of conduct applicable to Board members.
- - Any other functions foreseen in the Bylaws and the Board of Directors Regulations.
The Committee's authority is therefore not limited to financial and accounting supervision and control but also include regulatory compliance and good corporate governance. The Committee's functions are not exclusively consultative; it also has decision-making authority in certain cases as set forth in the Board of Directors Regulations.
The operation of the Audit Committee shall be governed firstly by the rules set forth in the Board of Directors Regulations and secondly by the rules governing the Board of Directors. In all cases, these regulations should foster the independent operation of the Committee.
The Audit Committee has access to all of the information and documentation needed to perform its functions and may request the assistance of advisers, consultants, experts and other independent professionals.