AMPER, SA and Subsidiaries Consolidated Financial Statements for ...

d) Supervision of the audit contract, watching over the clear and accurate drafting of the main contents and
accounts of their report.
e) Supervision of the Company’s Internal Audit Services of the Company and concretely:
- Checking the independence and efficiency of the process of internal audit.
- Suggest the selection, appointment, re-election and resignation of the internal audit’s manager
- Suggest the budget for this service;
- Review the annual plan for the internal audit and the annual report of its activities;
- Receive periodic information about its activities; and
- Verify that the Top Managers consider the conclusions and recommendations of their reports.
f) Reviewing the Company’s accounts and supervising fulfilment of legal requirements and the correct
application of accounting principles, and informing on proposals to suggestions made by management to
modify the accounting criteria and principles applied.
g) To know the financial information process and the internal control systems, and therefore:
- To supervise the drafting process and the completeness of the financial information concerning the
Company and the Group, checking compliance with the legislative requisites, the adequate delimitation of
the consolidation perimeter and the correct application of the generally accepted accounting criteria,
communicating this to the Board of Directors and informing on the proposals for the modification of
accounting standards and criteria suggested by the management. The Commitee will verify that the quarterly
and half yearly financial statement are drafted with the same accounting criteria as the yearly statements.
- To periodically review the internal control systems and the risk management, ensuring that this identifies
at least the following:
(a) The types of risks (operative, technological, financial, legal reputation …) the Company faces;
(b) The establishment of the level of risk the Company considers to be acceptable;
(c) The measures stipulated in order to mitigate the impact of the risks identified in the event that these
materialise;
(d) The information and internal control systems which will be used to control an manage the
aforementioned risks, including contingencies and risks not included in the Balance Sheet.
h) Reviewing and informing about brochures and periodic information sent to markets and supervisory
bodies.
i) Provide the Board with information before it adopts decisions on the creation or acquisition of
instrumental companies or companies with registered addresses in tax havens, as well as on any other
transactions or operations of a similar nature which, due to their complexity, might impair the transparency of
the Company.
j) To establish and supervise the functioning of a procedure which enables the employees to notify the
Commitee confidentially and, if it is considered to be appropriate, anonymously, of the irregularities which
are potentially important, especially financial and accounting irregularities, noticed in the functioning of the
Company
k) To examine compliance with the Internal Regulations of Conduct as regards the Stock Market, the
Regulations of the Board of Directors, the Regulations of the General Shareholders’ Meetings and, in
general, the rules of governance of the Company and make the proposals necessary for its improvement. In
particular, the Audit and Control Commitee is responsible for receiving information and, possibly, issuing a
report on disciplinary measures against members of the top management team of the Company.