3. Activities of the Audit and Control Committee: Sessions held, business transacted, reports and attendees

During financial year 2015, the Audit and Control Committee has met five times.

The main activities of the Audit and Control Committee are summarized below:

Date lf meeting Main business transacted Reports and motions submitted to the Board of Directors Inditex’s attendees
03/16/2015
  • Review of the financial statements of the company. Review of the annual financial report to be disclosed by the Board of Directors to the market and its supervisory boards.
  • Meeting with the external auditors of the company.
  • Motion on the re-election of financial auditors.
  • Internal Audit topics.
  • Report on the Independence of auditors.
  • Granting of powers of attorney.
  • 2014 Annual Corporate Governance Report.
  • Report of the Committee of Ethics: summary of proceedings and implementation of the Corporate Compliance system of the Inditex Group.
  • Half-yearly report (August 2014 - January 2015) of the Code Compliance Supervisory Board
  • Report on tax policies followed in the financial year (Code of Good Tax Practices).
  • Annual financial information (FY2014).
  • Annual financial information (FY2014).
  • 2014 Annual Corporate Governance Report.
  • Annual Report of the Committee of Ethics regarding the enforcement of the regulations on the Corporate Compliance system of the Inditex Group and regarding its activities.
  • Half-yearly report (August 2014 – January 2015) of the Code Compliance Supervisory Board (CCSB).
  • Report on the re-election of the auditors.
  • Powers of attorney.
  • Mr Pablo Isla Álvarez de Tejera, Executive Chairman.
  • Mr Ignacio Fernández Fernández, Chief Financial Officer.
  • Mr Carlos Crespo González, Chief Audit Officer.
  • Mr Andrés Sánchez Iglesias, Tax Director.
  • Mr Antonio Abril Abadín, General Counsel and Secretary of the Board.
  • Mr Santiago Martínez-Lage Sobredo, Deputy Secretary of the Board of Directors.
06/08/2015
  • Review of the periodic financial information that the Board of Directors must provide to the market and to the supervisory bodies.
  • Internal Audit: analytical review FY2015 first quarter results.
  • Internal Audit: work done during FY2015 first quarter.
  • Review of External Audit issues.
  • Review of the internal regulations of the Company: proposed amendment of the Articles of Association and of Regulations of the General Meeting of Shareholders to be tabled by the Board of Directors to the Annual General Meeting of Shareholders. Proposed amendment of the Board of Directors’ Regulations. Proposal regarding a set of rules for the Audit and Control Committee (the Audit and Control Committee’s Regulations).
  • Preparation of the Annual Report (Integrated Report).
  • Annual Activities Report of the Audit and Control Committee.
  • 1QFY2015 financial information.
  • Triple Report on financial, social and environmental issues.
  • Annual activities Report of the Audit and Control Committee for FY2014.
  • Proposed wording of the Articles of Association.
  • Proposed wording of the Board of Directors’ Regulations.
  • Proposed wording of the Audit and Control Committee’s Regulations.
  • Proposed wording of the Nomination Committee’s Regulations.
  • Proposed wording of the Remuneration Committee’s Regulations.
  • Mr Pablo Isla Álvarez de Tejera, Executive Chairman.
  • Mr Ignacio Fernández Fernández, Chief Financial Officer.
  • Mr Carlos Crespo González, Chief Audit Officer.
  • Mr Antonio Abril Abadín, General Counsel and Secretary of the Board.
  • Mr Alberto Fernández Ferro, head of IT Internal Audit.
  • Mr Manuel Alonso Vila, from the Internal Audit Department
  • Mr José Manuel Romay de la Colina, Head of Financial Management.
  • Mr Fernando Nuñez Sanjurjo, Mr Fernando Bunes Ibarra and Mr Gorka García Tapia, members of the Financial Management Department.
07/14/2015
  • Review of the internal regulations of the Company: proposed amendment of the Regulations of the Social Advisory Board and of the Internal Audit Charter.
  • Proposed wording of the Regulations of the Social Advisory Board.
  • Proposed wording of the Internal Audit Charter.
  • Mr Antonio Abril Abadín, General Counsel and Secretary of the Board.
09/14/2015
  • Review of the periodic financial information that the Board of Directors must provide to the market and its supervisory bodies.
  • Meeting with the external auditors.
  • Risk Map: 2015 update
  • Procurement Policy.
  • Internal Audit: work done during FY2015 second quarter.
  • Report of the Committee of Ethics: summary of proceedings and implementation of the Corporate Compliance system of the Inditex Group.
  • Half-yearly report (February - July 2015) of the Code Compliance Supervisory Board (CCSB).
  • Communication of a potential conflict of interest situation.
  • 1HFY2015 financial information.
  • Annual Report of the Committee of Ethics on the enforcement of the regulations on the Corporate Compliance system of the Inditex Group and activities report of the Committee for the 1HFY2015.
  • Risks Map.
  • Half-yearly report (February - July 2015) of the Code Compliance Supervisory Board (CCSB).
  • Mr Pablo Isla Álvarez de Tejera, Executive Chairman.
  • Mr Ignacio Fernández Fernández, Chief Financial Officer.
  • Mr Carlos Crespo González, Chief Audit Officer.
  • Ms Paula Mouzo Lestón, Deputy CAO.
  • Mr Antonio Abril Abadín, General Counsel and Secretary of the Board.
  • Mr Antonio Trillo Prego, Product Diversion Control Director.
  • Ms Martina Fernández Porto, ERM Director.
12/09/2015
  • Review of the periodic financial information that the Board of Directors must provide to the market and its supervisory bodies.
  • Internal audit: analytical review of the 3Q2015 results.
  • External audit: 2016 audit Plan
  • Report on “Good Corporate Governance” Policies.
  • Internal audit: 3QFY2015 assignments.
  • Report on the evaluation of the Committee and the performance of its members.
  • Evaluation of the appropriateness of the corporate governance system.
  • Transactions with related-parties: lease agreement of business premises between Zara España, S.A. and Pontegadea Inmobiliaria, S.L.U.
  • 3QFY2015 financial information.
  • External Financing Policy.
  • Financial Risk Management Policy.
  • ERM Policy.
  • Policy on communication and contact with shareholders, institutional investors and proxy advisors.
  • Corporate Social Responsibility Policy.
  • Environmental Sustainability Policy.
  • Tax Strategy and Policy.
  • Report on the evaluation of the Committee and the performance of its members
  • Report on the related-party transaction between Zara España, S.A. and Pontegadea Inmobiliaria, S.L.U.
  • Mr Pablo Isla Álvarez de Tejera, Executive Chairman.
  • Mr Ignacio Fernández Fernández, Chief Financial Officer.
  • Mr Carlos Crespo González, Chief Audit Officer.
  • Ms Paula Mouzo Lestón, Deputy CAO.
  • Mr Antonio Abril Abadín, General Counsel and Secretary of the Board.