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Duties

• a) Report to the Annual General Meeting about matters posed by shareholders that are within the remit of the Committee and, in particular, on the result of the audit, explaining how this has contributed to the integrity of the financial information and the Committee's role in this process.
• b) Supervising the efficiency of the Company's internal control system, internal audit and risk management systems, and discuss with the auditor any significant weaknesses in the internal control system detected during the audit, without compromising its independence. For such purposes, and if appropriate, it may submit recommendations or proposals to the Board of Directors and the corresponding deadline for their follow-up.

  In particular, in relation to the supervision of internal control, the Committee will be responsible for:

  1. Monitoring and evaluating the effectiveness of the Company's risk management and compliance systems, policies and procedures.
  2. Proposing recommendations to the Board of Directors aimed at improving the effectiveness and suitability of the Bank's risk management and compliance systems, policies and procedures.
  3. Monitoring the implementation of recommendations or modifications to the Entity's systems, policies and procedures for risk management and regulatory compliance.
  4. Analysing and verifying reports relating to the Company’s internal audit function.
  5. Serving as a channel of communication between the Board of Directors and those who perform the Company’s internal audit function.
  6. Reviewing the audit plan proposed by the Company's internal auditors for each year prior to its approval by the Board of Directors and reviewing the implementation of the internal audit plan approved for each year and the performance of the internal audit duties.
• c) Overseeing the process of preparation and presentation of required financial information and presenting recommendations or proposals to the Board of Directors aimed at safeguarding the integrity of such information.
• d) Making recommendations to the Board of Directors for the selection, appointment, reappointment and removal of the auditor, taking responsibility for the selection process pursuant to the provisions of the regulations applicable to the Company, and the terms of engagement, and receive regular information from the auditor on the audit plan and the actual audit, in addition to preserving independence in the exercise of the auditor's duties;
• e) Establishing the appropriate relationships with the external auditor in order to receive information on those issues which may result in a threat to their independence, for examination by the Committee, and any others relating to the audit process and, where relevant, the authorisation of the services other than those prohibited, under the terms established in the applicable legislation in relation to the need for independence, and any other communications provided for in audit legislation and audit regulations.

  In any event, on an annual basis, the Committee must receive from the external auditors a declaration of their independence with regard to the entity or entities related to it, either directly or indirectly, in addition to detailed and individualised information on additional services of any kind rendered to these entities and the corresponding fees received by the aforementioned auditors or persons or entities related to them as stipulated by auditing legislation.

• f) Issuing annually, prior to the issuance of the audit report, a report containing an opinion on whether the independence of the auditors or the audit companies is compromised.

  This report must set out, in all cases, the justified evaluation of the provision of each and every one of the additional services referred to in letter e) above, individually and collectively considered, different from the legal audit and related to the degree of independence or to the regulatory audit regulations;

• g) Reporting, in advance, to the Board of Directors on all matters provided for in the Law and, where appropriate, in the Bylaws on:
  1. The financial information that the Company must periodically disclose,
  2. The creation or acquisition of stakes in special purpose entities domiciled in countries or territories considered to be tax havens.
  3. Related-party transactions.