4. Main lines of action
As for the lines of action of the Audit and Control Committee during FY2013, they have revolved around the following aspects::
A. Periodic financial information, annual accounts and auditors’ report
The Audit and Control Committee reviews the economical and financial information of INDITEX prior to the approval thereof by the Board of Directors.
To this end, prior to the drafting of the quarterly, half-yearly or annual financial statements, the Audit and Control Committee also meets with the Management of the Company to review the application of the accounting principles, the estimates made while preparing the financial statements, etc.,
Likewise, the Committee, fully comprised of non-executive directors, meets with the external auditors in order to review the annual accounts of the Company and certain periodic financial information, ensuring that the legal requirements are met and that the generally accepted accounting standards are correctly applied.
The Audit and Control Committee reviewed the results for the full fiscal year 2012 in the meeting held on 11 March 2013, and in the meetings held on 10 June, 12 September and 9 December 2013, the results for the first three quarters of fiscal year 2013 that the Board of Directors must provide quarterly to the market and to its supervisory bodies, in accordance with the format of the Public Periodic Information (“PPI”), and the pertaining Results Release and Press Release.
Likewise, the individual and consolidated Annual Accounts and Management Report and the Auditors’ Report for FY2012 were reviewed, it being verified by the Committee that the latter was unqualified.
B. Efficiency and Independence of Auditors
The Audit and Control Committee reviewed the audit carried out during FY2012 in the session held on 11 March 2013, with the attendance of the external auditors, who had been previously called for such purposes.
The work done by the external auditors consisted of the audit of the consolidated financial statements of the Group as at 31 January 2013 and the audit of the individual financial statements of certain companies within the Group also as at 31 January 2013; likewise during FY2012 the auditors issued a limited review on the financial statements.
In addition, the major issues were also reviewed, pointing out different areas: international and domestic scope, accounting issues and other topics of less significance.
The report on the Independence of external auditors of the Company was approved by the Committee on 11 March 2013; such report also covered the rendering of additional services other than audit of financial statements.
C. Internal Audit
The Internal Audit Director and the external auditors attended the meetings of the Audit and Control Committee held throughout fiscal year 2013 and played an active part therein.
In such meetings, the Committee was duly informed about different issues of its remit. The Audit and Control Committee oversaw the activity of the Internal Audit Department, and approved its budget and activities report.
The Audit and Control Committee gave a favourable report to the new Internal Audit Charter to be subsequently submitted to the Board of Directors for approval.
D. External Auditors
Following best practices on corporate governance, the members of the Audit and Control Committee met on 11 March and 12 September 2013 with the external auditors in the absence of the management of the Company to transact different issues of its remit.
Additionally, external auditors attended the meeting held on 12 December 2013, upon special invitation of the Audit and Control Committee, to address in detail the audit plan for fiscal year 2013.
E. Risks
In the meeting held on 10 June 2013, the Audit and Control Committee gave a favourable report to the Risks Management Policy to be subsequently submitted to the Board of Directors for approval.
F. Annual Corporate Governance Report
The Audit and Control Committee held on 11 March 2013 gave a favourable report to the Annual Corporate Governance Report for FY2012, drawn up as regards its format, contents and structure, pursuant to the provisions of the then prevailing Circular 1/2004, of 17 March, as amended by Circular 4/2007 of 27 December of CNMV, and it was resolved by the Committee to submit it to the Board of Directors for approval and to disclose it through the means set forth in the prevailing regulations in force.
G. “Triple Report”: financial, social and environmental
In the meeting held on 10 June 2013, the Committee gave a favourable report to the Sustainability Report also known as “Triple Report” for the year 2012, drawn up taking into account the guidelines, in the 2002 version, of the Sustainability Reporting Guidelines issued by the Global Reporting Initiative (GRI) and following the principles thereof.
The Sustainability Report provides full information about the activities of INDITEX and its corporate Group over the last years and especially in fiscal year 2012, regarding the three major dimensions or areas of the Group: financial, social and environmental.
H. Annual Report of the Audit and Control Committee
The Committee drew up its annual report showing the activities carried out by such body during fiscal year 2012. This report has been issued on an annual basis since fiscal year 2002..
I. Review of the reports of the Committee of Ethics
The Audit and Control Committee reviewed and approved the annual report of the Committee of Ethics for fiscal year 2012 in the meeting held on 11 March 2013, as well as the half-yearly report of the Committee of Ethics for the first half of fiscal year 2013, in the meeting held on 12 September 2013.
Such reports cover, among other things, the enforcement of the Code of Conduct and Responsible Practices and the Code for Manufacturers and Suppliers, with a breakdown of the reports received by the Committee of Ethics, the measures taken and the resolutions issued by said body; the outcome of the supervision of the Manual on Criminal Risks Prevention of the Inditex Group and the measures taken to implement Corporate Compliance, both at domestic and international level (disclosure and circulation of Corporate Compliance; proceedings regarding acceptance of the Code of Conduct and Responsible Practices and training in the area of Corporate Compliance).
J. Review of the reports of the Code Compliance Supervisory Board and Code Compliance Office
The Audit and Control Committee reviewed the quarterly reports issued by the Code Compliance Office regarding the incidences arisen in respect of compliance with the Internal Regulations of Conduct regarding Transactions in Securities (IRC) pursuant to the provisions of section 10.2.4 thereof, as well as the half-yearly reports issued by the Code Compliance Supervisory Board regarding measures taken to promote knowledge and ensure compliance with the provisions of the IRC, pursuant to the provisions of section 10.1.4 thereof.