Audit Committee

• Ricardo Martinez Rico (President)
• Alberto Aza Custodio
• Ramón de Miguel Egea
• Javier Rupérez Rubio

The functions and competences of the Audit Committee are the following:

• Provide a report of the Annual Accounts as well as quarter and half-year financial statements, to be submitted to the parent company, shareholders, financial institutions, public and private organizations, etc., mentioning the internal control systems, supervision of compliance through internal audits, and, if applicable, the accounting criteria applied.
• Report to the Board on any change in the accounting criteria and on-balance sheet risks and off-balance sheet risks.
• Inform at the General Shareholders Meeting about the matters raised by the shareholders with respect to their competence.
• Propose the appointment of external auditors to the Board of Directors so as to be presented at the General Shareholders Meeting.
• Supervise the internal audits. The Committee will have full involvement in the internal audit. It will also report during the process of selection, appointment, removal and reappointment of the Director and approval of his/her remuneration, and will have to inform the budget of the Department.
• Be aware of the process of financial reporting and the internal control systems of the company.
• Meet with the external auditors in order to receive information about those matters that may imply a risk to their independent judgment and any other matter related to the auditing process.
• Summon the Counselors deemed appropriate to the meetings of the Committee, so that they inform on the agreements being taken by the Audit Committee itself.
• Elaborate an annual report on the activities of the Audit Committee, which should be included in themanagementreport.

The Audit Committee will meet as often as required, at least twice a year, in order to perform the aforementioned functions, and whenever called by the Chairman, on his own initiative or at the request of any of its members. It will also be valid when, being all of the members present, they agree upon the need to hold a meeting.

The Audit Committee will be validly constituted when attended by the majority of its members. Attendance may be delegated to another counselor. The agreements will be validly adopted when voted in favor by the majority of Committee’s members present.