Director in charge of the ICS

Responsibility for the ICS lies with the Board of Directors as a whole, which sets the guidelines and periodically checks the adequacy and effective functioning thereof. To that end, the Board works with the Committee for Internal Audit, Risk and Corporate Governance (ARSCGC) as well as with the Internal Audit Department, which have a suitable degree of independence as well as the resources needed to carry out their work, which typically involves checking the adequacy and effectiveness of the system and, where anomalies are found, proposing appropriate remedies.

Following its renewal, the Board of Directors identified the Chairman and Chief Executive Officer as the administrator to be in charge of the ICS, and to this role were assigned the tasks recommended by the Corporate Governance Code. Specifically, these are:

  • to identify the main business risks, taking into account the characteristics of the activities carried out by the Issuer and its subsidiaries, periodically submitting these to the Board of Directors, for assessment;
  • to follow the guidelines as defined by the Board of Directors, seeing to the implementation and management of the ICS and risk management, constantly checking the adequacy and effectiveness thereof; 
  • to adapt said system to changes in operating conditions and to the legislative and regulatory landscape;
  • to require the internal audit department to perform checks on specific areas of operation and to comply with internal rules and procedures when carrying out business operations;
  • to propose the appointment/removal of the person in charge of the internal audit, ensuring that same is provided with the proper resources for carrying out their role, and proposing remuneration that is in line with company policy.

The director in charge of the ICS and risk management may request the internal audit department to perform checks on specific areas of operation and to comply with internal rules and procedures when carrying out business operations. The Head of the Internal Audit department reports to the ARSCGC and to the Board of Directors with regard to problems or critical aspects emerging in the course of their work, in order to formulate suitable remedies.