5. Main relationships of the Audit and Control Committee
A. With the Annual General Meeting
The Chair of the Audit and Control Committee is available to the shareholders at the Annual General Meeting in order to address those questions therein raised by the same with regard to matters within its remit, pursuant to the provisions of the Law, the Articles of Association and the Board of Directors’ Regulations.
B. With the Board of Directors
At the beginning of each meeting of the Board of Directors, the Chair of the Audit and Control Committee reports on the main business transacted in the last meeting held by said Committee.
C. With the Nomination and Remuneration Committee
Directors sitting on the Audit and Control Committee also sit on the Nomination and Remuneration Committee.
D. With the Chairman and Chief Executive Officer and the Senior Management
For the purposes of allowing the Audit and Control Committee to be directly apprised of the major business concerns, the Committee encourages the presence in its sessions of the Chairman and Chief Executive Officer and of the officers and supervisors of the company, so that they would explain their view on certain issues directly linked with the field of responsibility of the Committee and which are recurrent in its meetings.
E. With the General Counsel’s Office
The General Counsel and Secretary of the Board, in his capacity as Code Compliance Officer, regularly informs the Audit and Control Committee on the degree of compliance with the Internal Regulations of Conduct regarding Transactions in Securities, and in general, on the degree of enforcement of the rules of the company on corporate governance.
Additionally, the General Counsel and Secretary of the Board, in his capacity as Chairman of the Committee of Ethics regularly advices the Audit and Control Committee on the enforcement of the Code of Conduct and Responsible Practices and the Code of Conduct for Manufacturers and Suppliers; the outcome of the supervision of the Manual on Criminal Risks Prevention of the Inditex Group and the proceedings undertaken to implement the Corporate Compliance system.
F. With the Internal Audit Department
Internal Audit is a centralized function included in the current organizational structure by means of a direct link to the Board of Directors to which it is functionally subordinated through the Audit and Control Committee.
The Director of the Internal Audit Department is responsible for the Internal Audit function.
The Director of the Internal Audit Department regularly reports to the Audit and Control Committee, which is the main recipient of the results achieved by the Internal Audit function, about the assignments performed in the different areas of the auditing activity.
Meanwhile, the Audit and Control Committee oversees the Internal Audit Department, approving its budget, the Internal Audit Plan, its annual activities report and the resources of the Department to carry out its tasks as well as the contents of its proceedings.
G. With the external auditors
The relationship of the Board of Directors of the company and the external auditors of the Group is channelled through the Audit and Control Committee.
External auditors attend the meetings of the Committee wherein is reviewed the Periodic Financial Information which the Board of Directors needs to approve and disclose on a half-yearly basis.
In addition, the Committee proposes to the Board of Directors the appointment of the external auditors, the terms for their engagement, the scope of their professional mandate and their revocation or non renewal; it liaises with them; it oversees the enforcement of the audit contract; it evaluates the results of each audit and supervises the terms and enforcement of those contracts entered into with the auditors for the performance of assignments other than those covered by the audit contract, pursuant to the provisions of section 14 of the Board of Directors’ Regulations.
H. With the external advisors
In order to receive advice in connection with the performance of their duties, non-executive directors may request that legal, accounting, financial or other experts be engaged at the company’s expense. The assignment entrusted to such external advisors must necessarily address specific issues of certain weight and complexity that the above-referred directors might face in the discharge of their duties.
Uría & Menéndez law firm provided advice on the review of the internal regulations and of the regulation of the Audit and Control Committee to adjust them to the new regulatory requirements, the latest recommendations in the good governance area and the most recent trends on corporate governance.