Audit and Control Committee

Composition

Mr Antonio Abril Abadín, General Counsel and Secretary of the Board, acts as the Secretary-non-member of the Audit and Control Committee.

Regulations

The Audit and Control Committee shall be made up of a minimum of three and a maximum of seven directors appointed by the Board of Directors, the majority of whom must be independent directors.

The Chair of the Audit and Control Committee, who must be an independent director, shall be appointed for a maximum four-year term, upon expiry of which, he/she must be replaced. He/she may be re-elected once a period of one year has elapsed since the date of his/her removal.

The Committee shall ordinarily meet on a quarterly basis in order to review the periodic financial information that has to be given to the Stock Exchange authorities, as well as the information that the Board of Directors has to approve and include in its annual public documentation. Furthermore, it shall meet each time it is called to meet by its Chair, who must do so whenever the Board or the Chair thereof requests the issue of a report or the approval of proposals and, at any rate, whenever appropriate for the successful performance of its functions.

Members of the management team or of the staff of the Company and its group shall be bound to attend the meetings of the Committee and to collaborate with it and make available the information at their disposal when the Committee so requests. Likewise, the Committee may require the attendance of the auditors to its meetings.

For the best performance of its duties, the Audit and Control Committee may seek the advice of external experts.

Duties

Among the duties incumbent on the Audit and Control Committee the following are to be found:

• Advising the Annual General Meeting of Shareholders on questions raised therein by shareholders in respect of issues within its remit.
• Proposing to the Board of Directors the appointment of the financial auditors, to be subsequently submitted to the Annual General Meeting, as well as the terms of their contracts, the scope of their professional mandate and, where appropriate, the termination or non—renewal of their appointment.
• Liaising with external auditors in order to receive information on those matters that could jeopardise their independence, to be reviewed by the Committee, and on any other matters related to the carrying out of the accounts auditing process, as well as on those other communications envisaged by auditing legislation and auditing standards.
• Overseeing performance of the audit contract, ensuring that the opinion on annual accounts and the main contents of the auditors’ report are clearly and accurately worded and assessing the results of each audit.
• Overseeing the terms and the enforcement of the contracts entered into with the external auditors of the Company to carry out assignments or tasks other than those covered in the audit contract.
• Issuing a report every year, prior to the issue of the auditors’ report, expressing an opinion on the independence of external auditors of the Company, which shall address at any rate the rendering by the external auditors of any manner of additional services.
• Overseeing the Internal Audit Department of the Company and its group, approving the budget of the Department, the Internal Audit Plan and the annual activities report of the Internal Audit Department and supervising the material and human resources the Internal Audit Department relies on, whether internal or external, to discharge its duties. Advising on the appointment of the Internal Audit Director prior to the relevant report of the Nomination and Remuneration Committee.
• Overseeing the process of preparation and release of the regulated financial information and the effectiveness of the internal control systems of the Company, (in particular SCIIF) by checking the suitability and integrity of the same and by discussing with the external auditors of the Company the significant weaknesses of the internal control system revealed in the course of the audit.
• Periodically reviewing the control policy and the risks management systems, which shall, at least address the different types of risks, the fixing of the risk level which is considered acceptable, the measures foreseen to mitigate the impact of the identified risks, and the systems of information and internal control.
• Reviewing the Company’s annual accounts and the periodic financial information that the Board of Directors must provide to the markets and the supervisory bodies, overseeing compliance with the legal requirements and with the correct application of generally accepted accounting principles.

The description of the duties of the Audit and Control Committee is provided in the Articles of Association and in the Board of Directors’ Regulations.

Additionally, are two Committees regularly report to the Audit and Control Committee:

• The Code Compliance Supervisory Board: this body is made up of the Chairman and CEO of the Company, who chairs it; the General Counsel who is also the Code Compliance Officer; the Capital Markets Director, and the Human Resources Director. The Code Compliance Supervisory Board is responsible for promoting knowledge and ensuring compliance with the Internal Regulations of Conduct regarding Transactions in Securities of Inditex and its Corporate Group, (the “IRC”).
• The Committee of Ethics: this body is made up of the General Counsel and Code Compliance Officer, who chairs it; the Internal Audit Director; the Human Resources Director and the Corporate Social Responsibility Director. The Committee of Ethics ensures compliance with the Code of Conduct and Responsible Practices and the Code of Conduct for Manufacturers and Suppliers of the Inditex Group.

Annual activities report of the Audit and Control Committee

A report on the activities of the Audit and Control Committee is issued on a yearly basis. Said report is available in the section headed: “Audit and Control Committee” of this Annual Report and at www.inditex.com.

Nomination and Remuneration Committee

Composition

Mr Antonio Abril Abadín, General Counsel and Secretary of the Board, acts as the Secretary-non-member of the Nomination and Remuneration Committee.

Regulations

The Nomination and Remuneration Committee shall be made up of a number of directors that is not less than three or greater than seven the majority of whom must be independent directors. A Chair, who must be an independent director, will be appointed from among its members.

The Nomination and Remuneration Committee shall meet each time that it is called to meet by its Chair, who must do so whenever the Board or the Chair thereof requests the issue of a report or the approval of proposals within its remit and, at any rate, whenever appropriate for the successful performance of its functions. At any rate, it shall meet once a year to prepare the information on the remuneration of Directors that the Board of Directors has to approve and include in its annual public documentation.

The description of duties of the Nomination and Remuneration Committee is provided in the Articles of Association and in the Board of Directors’ Regulations,

Annual activities report of the Nomination and Remuneration Committee

A report on the activities of the Nomination and Remuneration Committee is issued on a yearly basis. Said report is available in the section headed: “Nomination and Remuneration Committee” of this Report and at www.inditex.com.

Executive Committee

Composition

Mr Antonio Abril Abadín, General Counsel and Secretary of the Board, acts as the Secretary-non-member of the Executive Committee

All categories of directors sitting on the Board of Directors also sit on the Executive Committee.

Regulations

The Executive Committee holds in delegation all the powers of the Board, except for those that cannot be delegated by law or by its Articles of Association and those which are necessary for the responsible exercise of the general supervisory function that is incumbent on the Board of Directors.

The Chair of the Board of Directors acts as Chair of the Executive Committee and the Secretary of the Board, who may also be assisted by the Deputy Secretary, performs the duties of secretary. The office of Deputy Chair of the Executive Committee is held by the Deputy Chair of the Board of Directors.

The permanent delegation of powers by the Board of Directors to the Executive Committee shall require that two-thirds of the members of the Board of Directors vote for such motion, and it may include, at the Board’s discretion, all or a part of the powers of the Board itself. In any case, those powers that cannot be delegated by law or by the Articles of Association, may not be delegated to the Executive Committee nor may those that are necessary for the responsible exercise of the general supervisory function that is incumbent on the Board of Directors.