OHL Group Annual Report - Grupo Villar Mir

2010 OHL Group Annual Report
In addition, the following duties are included among the Committee’s main functions:
• To evaluate the results of the audits of the company’s accounts (internal and
external).
• To review the issue prospectuses and the routine financial information the Board
is required to furnish to the markets.
• To review compliance with the Internal Regulation of Conduct in the Securities
Markets, the Rules of Procedure of the Board of Directors, the Rules of Procedure of
the General Shareholders’ Meeting, the OHL Group Code of Conduct and, in general,
the company’s rules of governance, putting forward the proposals necessary for
the improvement thereof.
• To report to the Board prior to the adoption of resolutions relating to the creation
or acquisition of stakes in special purpose entities or entities domiciled in countries
or territories considered to be tax havens.
From the beginning of 2011, the duties referring to the promotion and control of
the OHL Group’s Corporate Social Responsibility policy have been added to the
foregoing tasks, as an example of the OHL Group’s commitment to sustainable
development and the integration of corporate social responsibility into the strategy
of the business.
The composition of the Committee is as follows:
Chairman Mr. Juan Mato Rodríguez
Members Mr. Tomás García Madrid
Mr. Alberto Miguel Terol Esteban
Mr. Juan Villar-Mir de Fuentes
On March 23, 2010, the Board of Directors appointed Mr. Alberto Miguel Terol Esteban
as a member of the Audit and Compliance Committee.
On March 22, 2011, Mr. Juan Luis Mato Rodríguez tendered his resignation as
Chairman of the Audit and Compliance Committee, on the expiry of his term of office
on March 27, when the legal term of four years stipulated in the Corporate Bylaws and
in the Rules of Procedure of the Board concluded. Mr. Alberto Miguel Terol Esteban,
also an independent director, was elected as the new Chairman of the Committee.
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