The Audit and Control Committee of Inditex: origin and evolution, regulations and composition

Origin and evolution

The Board of Directors of INDITEX held on 20 July 2000 approved the Board of Directors’ Regulations, under the provisions of section 29.3 of the then prevailing Articles of Association in force, in order to adjust to the guidelines of the report drawn up by the Special Commission for the study of an Ethics Code for corporate governance (the “Olivencia Code”).

Section 14 of said Regulations established the Audit and Control Committee (first known as Audit and Compliance Committee), with powers similar to those which were later acknowledged by law, since Act 24/1988 of 28 July, governing the Stock Exchange (“LMV”- Spanish acronym) incorporated them, as amended by Act 44/2002, of 22 November on the Reform of the Financial System (Financial Act).

Subsequently, in its meeting of 20 March 2003, the Board of Directors resolved:

1) To propose to the General Meeting of Shareholders the amendment of the Articles of Association, through a new wording of section 30, in order to include the regulation of the Audit and Control Committee.

2) To approve the amendment to the Board of Directors’ Regulations, in order to enhance the functions of the Audit and Control Committee, with the assumption of new tasks and the extension of those already existing.

Thus, the Additional Provision Number Eighteen, introduced on the Stock Exchange Act by the Financial Act, according to which those issuing companies whose shares were admitted to trading on secondary official securities markets should have an Audit Committee, was enforced, as were the latest trends concerning corporate governance issues of listed companies established by the Aldama Report, laying with the Articles of Association the task of fixing the number of members, the powers of the Committee and the rules governing its operation.

Subsequently, it was resolved by the Board of Directors in its meeting held on 10 June 2004, to approve a new Revised Text of the Board of Directors’ Regulations, which would include the provisions of Act 26/2003 of 17 July, amending the Stock Exchange Act and then prevailing Revised Text of the Spanish Corporation Act in force, in order to foster transparency in listed companies (“the Transparency Act”) and its bylaws. With this new amendment the Audit and Control Committee was enhanced with the inclusion of a new duty.

The Board of Directors held on 11 December 2007 approved a new Revised Text of the Board of Directors’ Regulations, in order to adjust the contents thereof to the Recommendations of the Unified Good Governance Code. Further to this amendment, the duties of the Audit and Control Committee were extended as it assumes the Recommendations provided by said Unified Code on this issue.

Regulations

The amendment to the Board of Directors’ Regulations, approved by the Board in the meeting held on 13 July 2010, aimed at adjusting such regulations to the Articles of Association and extending the maximum number of members of the Audit and Control Committee and the Nomination and Remuneration Committee.

Finally, the Board of Directors’ Regulations were amended in the meeting held by the Board last 12 June 2012 for the purposes of encompassing, among others, recommendations number 44 and 54 of the Unified Good Governance Code of Listed Companies, and extending the remit of the Audit and Control Committee.

Section 31 of the Articles of Association currently in force, as amended further to a resolution passed by the Annual General Meeting of Shareholders held on 17 July 2012, provides as follows:

Section 31.- Audit and Control Committee

1.- An Audit and Control Committee shall be formed within the Board of Directors made up of a minimum of three and a maximum of seven non-executive directors appointed by the Board itself, a majority of whom must necessarily be independent directors, and out of whom at least one of them shall be appointed taking into account his/her knowledge and expertise in accounting or audit matters or in both

For such purposes, independent directors are understood as those professionals of repute not linked to the executive team or the significant shareholders and that meet the requirements that ensure their impartiality and objectivity of opinion.

2.- The Chairman of the Audit and Control Committee, who needs to be an independent director, shall be elected for a maximum four-year term, upon expiry of which he shall be replaced. He may be re-elected after expiry of one year of the date of his removal.

3.- Without prejudice to any other tasks that it might be assigned from time to time by the Board of Directors, the Audit and Control Committee shall perform the following duties:

(a) To report to the General Shareholders’ Meeting on those questions put forward by shareholders regarding matters within the scope of its competence.

(b) To propose to the Board of Directors, in order to be submitted to the General Shareholders’ Meeting, the appointment of the external auditors that must review the annual accounts.

(c) To liaise with the external auditors in order to receive information on those matters that could put at risk their independence, so that the Committee may review them, and on any other matter related to carrying out of the audit process, as well as on those other communications envisaged by audit legislation and auditing standards; namely, the Committee should receive from the auditors at all events and on a yearly basis, the written confirmation of their independence vis-à-vis the Company or vis-à-vis those entities directly or indirectly linked thereto, as well as the information on any additional services whatsoever other than those the subject matter of the audit agreement, rendered to the Company or to the entities linked thereto, by such auditors or entities linked to them, pursuant to the provisions of the prevailing regulations from time to time in force.

(d)To supervise the effectiveness of the internal control of the company, the internal audit, where appropriate, and the risks management.

(e)To supervise the process for preparing and disclosing regulated financial information and the effectiveness of the internal control systems of the Company (namely, the internal control system on financial reporting), checking their appropriateness and integrity and reviewing with the external auditors of the Company any significant internal control weakness revealed in the course of the audit.

(f)To issue on a yearly basis and prior to the issue of the audit report, a report expressing an opinion on the independence of the external auditors of the Company, such report to address at any rate, the rendering of any additional services whatsoever referred to under paragraph (c) above.

4.-The Audit and Control Committee shall ordinarily meet quarterly in order to review the periodic financial information that has to be relayed to the Stock authorities, as well as the information that the Board of Directors has to approve and include in the annual public documentation. Furthermore, it shall meet each time its Chairman calls it to meet, who must do so whenever the Board or the Chairman thereof requests the issuing of a report or the adoption of proposals and, in any case, whenever appropriate for the successful performance of its functions.

5.- The management team or the personnel of the Company shall be obliged to attend the meetings of the Committee and to give their help and access to the information at their disposal when the Committee so requests. Likewise, the Committee may require the attendance at its meetings of the Auditors of the Accounts.

6.- The Audit and Control Committee may develop and complete in its Regulations the aforementioned rules, in accordance with the provisions of the Articles of Association and with the Law.

Meanwhile, section 14 of the Board of Directors’ Regulations, amended further to a resolution of the Board of Directors passed during the meeting held on 12 June 2012 reads as follows:

Section 14 - The Audit and Control Committee

1.-The Audit and Control Committee shall be made up of a number of directors being no less than three and no greater than seven, most of whom shall be independent directors, out of whom at least one shall be appointed taking into account his or her knowledge and expertise in accounting or audit matters or both. The Chairman of the Committee, who shall necessarily be an independent director, shall be elected for a maximum four-year term, upon expiry of which he shall be replaced. He may be re-elected after expiry of one year of the date of his removal.

2.-Without prejudice to other tasks it is assigned by the Board, the Audit and Control Committee shall have the following basic responsibilities, which are:

(a)To report to the General Shareholders’ Meeting on those questions put forward by shareholders regarding matters within the scope of its competence.

(b)To propose to the Board of Directors, in order to be submitted to the General Shareholders’ Meeting, the appointment of the auditors. Furthermore, to propose to the Board of Directors their contractual conditions, the scope of their professional mandate and, where appropriate, the rescission or non—renewal of their appointment.

(c)To liaise with the external auditors in order to receive information on those matters that could put at risk their independence, which shall be subject to review by the Committee, and on any other matter related to carrying out of the audit process, as well as on those other communications envisaged by audit legislation and auditing standards; specifically, to receive from the auditors every year written confirmation of their independence vis-à-vis the Company, as well as the information about any manner of additional services, other than those covered under the audit agreement, rendered by said auditors to the Company.

(d)To supervise the fulfilment of the auditing contract, endeavouring for the opinion about the annual accounts and the main contents of the auditor’s report to be drawn up in a clear and precise manner and to evaluate the results of each audit process.

(e)To supervise the terms and the observance of the contracts entered into with the external auditors of the Company for the performance of assignments or tasks other than those included in the audit contract.

(f) To issue on a yearly basis and prior to the issue of the audit report, a report featuring an opinion on the independence of the external auditors of the Company, which shall address at all events the rendering of any manner of additional services other than those covered under the audit agreement referred to under paragraph (c) above.

(g)To supervise the Internal Audit Department of the Company and its Group, approving the budget of the Department, the Plan of Internal Audit and the Annual Activities Report, and supervising the material and human resources, whether internal or external, of the Internal Audit Department for the performance of their work. To report on the appointment of the Internal Audit Department Director prior to the corresponding report from the Nomination and Remuneration Committee.

(h)To supervise the process of preparation and release of the regulated financial information and the effectiveness of the internal control systems of the Company, and (in particular that regarding the internal control on the financial information) and, 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.

(i)To periodically review the risk control and management policy and the management systems, which may contain, at least, 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.

(j)To review the Company´s annual accounts and the periodic financial information that the Board 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.

(k)To inform the Board of Directors about any significant change in the accounting criteria and about risks arising from the balance sheet or from any other source.

(l)To examine compliance with the Internal Regulations of Conduct Regarding Transactions in Securities, with these Regulations, and in general, with the governance regulations of the Company and to make the necessary proposals for their improvement.

(m)To receive information and, where appropriate, to issue reports on the disciplinary measures intended to be imposed on the members of the senior management team of the Company.

(n)To report during the first three months of the year and whenever the Board of Directors so requests on compliance with the Code of Conduct and with any additional documents which make up the prevailing policy on internal regulations compliance, from time to time in force, and to make proposals to the Board of Directors for the taking of steps and adoption of policies aimed at improving compliance with such policy on regulatory compliance.

(o) To draw up and put forward to the Board of Directors an annual report on corporate governance for its approval.

(p) To draw up an annual report on the activities carried out by the Audit and Control Committee itself.

(q) To supervise the functioning of the Company´s web page regarding the provision of information on corporate governance as referred to under Section 40.

(r)To report to the Board of Directors about the creation or, as the case may be, acquisition of shares in special purpose vehicles or entities resident in jurisdictions considered tax havens, and any other transactions or operations of a comparable nature.

(s)To receive from the head of tax issues of the Company, in order to relay it to the Board of Directors, prior to the statement of the annual accounts and the filing of the Corporate Tax return, information about tax criteria enforced by the Company during the fiscal year and the degree of compliance with the Code on Best Tax Practices.

(t)To report to the Board of Directors, based upon the information received from the head of tax issues of the Company, on tax policies enforced, and in respect of issues which shall be submitted to the Board of Directors for approval, on their tax consequences, where they are deemed to be a relevant factor.

3.-The Audit and Control Committee shall ordinarily meet quarterly in order to review the periodic financial information that has to be relayed to the Stock authorities, as well as the information that the Board of Directors has to approve and include in the annual public documentation. Furthermore, it shall meet each time its Chairman calls it to meet, who must do so whenever the Board or the Chairman thereof requests the issuing of a report or the adoption of proposals and, in any case, whenever appropriate for the successful performance of its functions.

4.-The management team or the personnel of the Company shall be obliged to attend the meetings of the Committee and to give their help and access to the information at their disposal when the Committee so requests. Likewise, the Committee may require the attendance of its meetings by the Auditors of the Accounts.

5.-For the best performance of its functions, the Audit and Control Committee may obtain the advice of external experts, to which purpose the provisions of Section 27 of these Regulations shall apply.

6.-The Audit and Control Committee shall report to the Board on the business transacted and the resolutions passed, informing the first Board of Directors held in plenary session after its meetings, of its activity and of the work done. Furthermore, a copy of the minutes of the Committee meetings shall be put at the Board members’ disposal.

Composition

The Executive Committee of INDITEX, S.A., in the meeting held on 27 October 2000, appointed the members of the Audit and Control Committee, resolving thus its initial composition.

Said initial composition was ahead of the provisions subsequently included in the Stock Exchange Act, regarding the requirements that the Committee be formed by a majority of non-executive directors, and that the Chairman be elected amongst said non-executive directors.

The amendment to section 14 of the Board of Directors’ Regulations resolved by the Board in its meeting of 12 June 2012 seeks, among other goals, to maintain a consistency yardstick regarding the composition of the Audit and Control Committee, adapting its wording to the contents of Recommendations of the Unified Good Governance Code of Listed Companies. Such Recommendations had already been put in practice by the Company.

Further to the resignation tendered on 12 June 2012 by Mr Francisco Luzón López to his offices as director and member of the Audit and Control Committee and of the Nomination and Remuneration Committee, it was resolved by the Board of Directors of the company on 17 July 2012, after report of the Nomination and Remuneration Committee, to appoint Mr José Arnau Sierra as ordinary member of the Audit and Control Committee. Further to the appointment of Mr Arnau Sierra, the number of independent directors sitting on the Audit and Control Committee remains way higher than the remaining non executive directors, as he is the only proprietary director in the Committee.

Finally, the maximum four-year term provided in Additional Provision Number Eighteen of the LMV having expired, and pursuant to the provisions of clauses 31 and 14 of the Articles of Association and of the Board of Directors’ Regulations, respectively, it was resolved by the Board of Directors held on 11 December 2012, after favourable report of the Nomination and Remuneration Committee, to appoint Mr Juan Manuel Urgoiti López de Ocaña, an independent director, as new Chairman of said body, replacing Ms Irene R. Miller, the former Chairman thereof.

The composition of the Audit and Control Committee of INDITEX as at the year-end is shown below:

Chairman	Mr Juan Manuel Urgoiti López de Ocaña
Ordinary Members	Ms Irene Ruth Miller
	Mr Carlos Espinosa de los Monteros y Bernaldo de Quirós
	Mr Niels Smedegaard Andersen
	Mr José Arnau Sierra
	Mr Emilio Saracho Rodríguez de Torres
Secretary (non member)	Mr. Antonio Abril Abadín

A brief résumé of each member of the Audit and Control Committee is provided in section B.1.3 of the Annual Corporate Governance Report, which is part of this Annual Report 2012.

All the above referred members of the Audit and Control Committee are independent directors, except for Mr Arnau Sierra.