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Annual report and accounts 2016

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173<br />

C.1.31 Indicate whether the consolidated <strong>and</strong> individual financial statements submitted for authorisation for issue by<br />

the board are certified previously:<br />

Yes<br />

Identify, where applicable, the person(s) who certified the company’s individual <strong>and</strong> consolidated financial statements prior to their<br />

approval by the board.<br />

Name<br />

Willie Walsh<br />

Enrique Dupuy de Lôme<br />

Position<br />

Chief Executive Officer<br />

Chief Financial Officer<br />

C.1.32 Explain the mechanisms, if any, established by the board to prevent the individual <strong>and</strong> consolidated financial<br />

statements it prepares from being laid before the shareholders’ meeting with a qualified audit <strong>report</strong>.<br />

In accordance with article 35.4 of the Board Regulations, the Board of Directors shall prepare the Company’s financial statements<br />

so that such financial statements do not give rise to any restrictions or qualifications by the auditors. This notwithst<strong>and</strong>ing, if the<br />

Board of Directors deems it appropriate to prepare the financial statements subject to restrictions or qualifications in the opinion<br />

of the auditors, it must clearly explain to shareholders the scope of such restrictions or qualifications <strong>and</strong> the reasons behind<br />

its actions.<br />

The Audit <strong>and</strong> Compliance Committee has the duty to review the Company’s annual financial statements, monitor compliance with<br />

legal requirements, the appropriate definition of the scope of consolidation <strong>and</strong> the correct application of generally accepted<br />

accounting principles, as well as reviewing significant financial <strong>report</strong>ing judgements in the Company’s annual <strong>accounts</strong>.<br />

C.1.33 Is the secretary of the board also a director?<br />

No<br />

If the secretary is not a director, complete the following table:<br />

Name or corporate name of the secretary<br />

Representative<br />

Álvaro López-Jorrín –<br />

C.1.34<br />

Section eliminated.<br />

C.1.35 Indicate <strong>and</strong> explain, where applicable, the specific mechanisms implemented by the company to preserve the<br />

independence of the auditor, financial analysts, investment banks <strong>and</strong> rating agencies.<br />

The relations of the Board of Directors with the Company’s auditors shall be channelled through the Audit <strong>and</strong><br />

Compliance Committee.<br />

The Board of Directors shall refrain from engaging any audit firm entitled to be paid by the Company for all services rendered fees<br />

in an amount in excess of 10 per cent of such firm’s total revenue for the previous year.<br />

With regard to the external auditor, the Audit <strong>and</strong> Compliance Committee has, among others, the following powers:<br />

i) To submit to the Board proposals on the selection, appointment, reappointment <strong>and</strong> substitution of the<br />

auditor, assuming responsibility for the selection process <strong>and</strong> the terms of its engagement, its remuneration<br />

(ensuring its independence <strong>and</strong> quality are not compromised), the scope of its professional m<strong>and</strong>ate <strong>and</strong> the<br />

revocation or renewal of its appointment.<br />

ii) To regularly collect information from the auditors on the audit plan <strong>and</strong> its implementation, as well as<br />

preserving their independence in the exercise of their functions. In particular, to ensure that the Company <strong>and</strong><br />

the external auditor respect the current legislation on provision of non-audit services, the limits on the auditor’s<br />

business concentration <strong>and</strong>, in general, any other rules regarding auditor independence.<br />

iii) To oversee compliance with the audit agreement.<br />

iv) To serve as a channel for communication between the Board <strong>and</strong> the auditors <strong>and</strong> to assess the results of<br />

each audit.<br />

v) To review the effectiveness of the external audit process.<br />

Strategic Report Corporate Governance Financial Statements Additional Information<br />

www.iairgroup.com

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