4. Main lines of action
As for the lines of action of the Audit and Control Committee during FY2014, they have revolved around the following aspects:
A. Periodic financial information, annual accounts and auditors’ report
The Audit and Control Committee reviews Inditex’s economic and financial information prior to the approval thereof by the Board of Directors.
To this end, before drafting 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 financial year 2013 in the meeting held on 17 March 2014, and in the meetings held on 09 June, 15 September and 9 December 2014, the results for the first three quarters of financial year 2014 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 FY2013 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 in its meeting dated 17 March 2014 the audit carried out during FY2013, 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 2014 and the audit of the individual financial statements of certain companies within the Group also as at 31 January 2014; likewise during FY2014 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 less significant topics.
The report on the independence of external auditors of the Company was approved by the Audit and Control Committee on 17 March 2014; such report also covered the rendering of additional services other than the 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 FY2014 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 its activities report.
D. External Auditors
Following best practices on corporate governance, the members of the Audit and Control Committee met on 17 March, 9 June and 15 September 2014 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 9 December 2014, upon special invitation of the Audit and Control Committee, to address in detail the audit plan for financial year 2014.
E. Risks Map
The Audit and Control Committee acknowledged the Risks Map in the meeting held on 14 July 2014.
F. Annual Corporate Governance Report
The Audit and Control Committee held on 17 March 2014 the approval of the Annual Corporate Governance Report for FY2013, drawn up as regards its format, contents and structure, pursuant to the provisions of Circular 5/2013 of 12 June of CNMV.
Such report was submitted by the Committee to the Board of Directors, which approved it on 18 March 2014 and was subsequently sent to CNMV as a relevant fact.
G. “Triple Report”: financial, social and environmental
The Committee gave a favourable report to the Sustainability Report also known as “Triple Report” for financial year 2013 in the meeting held on 9 June 2014. Such Sustainability Report provides information about the activities of Inditex and its corporate Group over the last years and especially in financial year 2013, regarding three areas of the Group: financial, social and environmental.
Such Report was verified by SGS ICS Ibérica, SA, in accordance with ISO 19011 and in line with the principles established in the G4 Guide to Sustainability Reporting of the Global Reporting Initiative (“GRI”), the principles established in the International Integrated Reporting Framework, and AA1000 Accountability Principles Standard 2008 (AA1000APS). As stated in the Report, the results of this verification demonstrated that the application level (In Accordance – Exhaustive) declared for the GRI Guide (G4) is appropriate.
Equally, a selection of relevant indicators was reviewed by KPMG Asesores in accordance with standard ISAE 3000. This selection of indicators was produced based on Inditex’s annual materiality analysis, carried out in conjunction with stakeholders.
H. 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 financial year 2013 in the meeting held on 17 March 2014, as well as the half-yearly report of the Committee of Ethics for the first half of financial year 2014, in the meeting held on 15 September 2014.
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 the Corporate Compliance system, both at domestic and international level (disclosure and circulation of the Corporate Compliance system; proceedings regarding acceptance of the Code of Conduct and Responsible Practices and training in the area of the Corporate Compliance system).
I. Review of the reports of the Code Compliance Supervisory Board and the 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.
J. Annual Report of the Audit and Control Committee
The Committee drew up its annual activities report on June 2014. Such report is included in the 2013 Annual Report and is available at www.inditex.com.