Financial Report

Board committees

Audit, Compliance and Corporate Social Responsibility Committee

The Audit, Compliance and Corporate Social Responsibility Committee, chaired by an independent director, meets as often as the need arises and at least four times in the year. One of the meetings must necessarily be devoted to assessing the efficiency of and the compliance with the company’s governance rules and procedures and to preparing the information to be approved by the Board of Directors and included in its yearly public documentation.

Basic functions:

  • Supervise the audits of the company’s accounts (internal and external).
  • Review the issue prospectuses and the routine financial information that the Board is required to furnish to the markets.
  • 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 Ethics and, in general, the company’s rules of governance, putting forward the proposals necessary for their improvement.
  • 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.
  • Identify, propose, orient, further and supervise the Corporate Social Responsibility (CSR) policy of the OHL Group, and review and put forward the Annual Sustainability Report (SR).

Composition at December 31, 2015:

Chairman
Ms. Reyes Calderón Cuadrado
Members
Mr. Tomás García Madrid 
Mr. Alberto Miguel Terol Esteban 
Mr. Daniel García-Pita Pemán (Non-Director Secretary) 
Mr. José María del Cuvillo Pemán (Non-Director Deputy Secretary)

During the 2015 financial year, this Committee met on 12 occasions. The matters dealt with at the meetings held were those assigned to this Committee and described in detail in the Rules of Procedure of the Board of Directors.

During the 2015 financial year, the Board of Directors, through the approval of the new text of its Rules of Procedure, decided to expressly assign to the Audit Committee the duty of reporting to the Board of Directors, in advance of its meetings, on all of the matters stipulated in the Law, the corporate Bylaws and the Rules of Procedure of the Board and, in particular, on: 1) the financial information to be made public by the Company on a regular basis, 2) the creation or acquisition of stakes in special purpose entities or entities domiciled in countries or territories considered to be tax havens, 3) proposals for amending the Rules of Procedure of the Board of Directors, without any change with respect to the duties that were assigned to it in 2011.

At the majority of its meetings, the Audit, Compliance and CSR Committee regularly addressed matters relating to the Code of Ethics and the Ethical Channel. Specifically, it devoted 1 meeting to analyzing and examining the activities and the status of the Group’s CSR and prepared the Sustainability Report referring to the 2015 financial year.

Appointments and Compensation Committee

The Appointments and Compensation Committee, chaired by an independent director, is made up by external directors, the majority of whom are independent directors. The Committee meets as often as the Board, or the Chairman of the Board, requests the issuance of a report or the adoption of proposals and, in any case, whenever advisable for the proper discharge of its duties.

Basic functions:

  • Establish the criteria to be applied for the composition of the Board of Directors.
  • Refer to the Board its proposals for the appointment of directors, the appointment and removal of the secretary and of the members of each of the committees.
  • Propose to the Board the compensation system and the amount of the annual compensation to be paid to the directors and to the members of the Steering Committee.

Composition at December 31, 2015:

Chairman
Ms. Mónica de Oriol e Icaza
Members
Mr. Juan Villar-Mir de Fuentes 
Mr. Macarena Sainz de Vicuña y Primo de Rivera 
Mr. Daniel García-Pita Pemán (Non-Director Secretary) 
Mr. José María del Cuvillo Pemán (Non-Director Deputy Secretary)

This Committee met on four occasions during the 2015 financial year. The matters dealt with at the meetings held were those assigned to the Committee and described in detail in the Rules of Procedure of the Board of Directors. During the 2015 financial year, the Board of Directors, through the approval of the new text of its Rules of Procedure, decided to expressly assign specific duties to the Appointments and Compensation Committee in relation to the selection and proposal of candidates for filling the vacancies on the Board, the appointment and selection of management staff, the succession of the Chairman and the compensation policy.