The executive committee .
1. The executive committee shall be made up of the number of directors determined by the board of directors in each case, pursuant to the requirements stipulated in the by-laws.
2. At least two-thirds of the members of the board of directors must vote in favor for the resolutions to appoint the members of the executive committee to be adopted.
3. The chairman of the board of directors shall act as chairman of the executive committee and the secretary of the board shall act as its secretary.
4. The permanent delegation of powers by the board of directors to the executive committee shall include all of the board's powers except those that by law, the by-laws or that set forth in these regulations may not be delegated.
5. The executive committee shall hold its ordinary meeting on a monthly basis, in principle. It will also hold extraordinary meetings, summoned by the chairman, when the latter deems it necessary for the good governance of the company.
6. In those cases in which, in the opinion of the chairman or the three members of the executive committee, the importance of the matter makes it advisable, the resolutions adopted by the committee shall be submitted to a full board meeting for ratification. The same applies to matters that the board has referred to the executive committee to be studied, having reserved the final decision for itself. In any other case, the resolutions adopted by the executive committee shall be valid and binding with no need to be subsequently ratified by the full board. 7. The executive committee must notify the board of the matters dealt with and the decisions adopted in its meetings.

The auditing committee
1. The auditing committee shall be made up of external directors appointed due to their professional experience and knowledge. Executive directors may not be members of this committee.
2.- The auditing committee shall be made up of a minimum of 3 and a maximum of 5 non-executive directors. Who and how many shall be appointed is up to the board of directors. The members of the auditing committee shall be appointed for a maximum term of three years, and may be reappointed one or more times for terms of the same maximum length.
3.- The chairman of the auditing committee shall be appointed by the board of directors from among the members of the committee, preferably from among the independent directors that are members of it. He/she must be replaced every four years and may be reappointed once one year has elapsed after he/she has ceased to be chairman. This committee shall also appoint a secretary who need not be a director in order to be a member of the committee, although in that case he/she shall have neither a say nor a vote.
4.- The auditing committee shall meet at least once a quarter and whenever appropriate, when summoned by the chairman, at its own decision or in response to a request by three of its members or the executive committee. That set forth in the by-laws for the summoning of the board of directors shall apply to the summoning of this committee.
5.- The auditing committee shall be deemed validly held when at least half of its members attend or are represented. The deliberations shall be chaired by the chairman. In order for resolutions to be adopted, the majority of the members attending the meeting must vote in favor and, in the event of a tie, the chairman shall have a casting vote.
6.- With regards to all matters not stipulated in the by-laws or in this article, the auditing committee shall regulate its own operation, and, failing that, the operating rules established for the board of directors shall apply, provided they are compatible with the nature and function of this committee.
7. Notwithstanding any other tasks assigned to it by the board, the auditing committee shall have the following basic responsibilities:
a) reporting, through its chairman and/or its secretary, to the general shareholders' meeting on the questions raised therein by the shareholders regarding matters that come within the committee's competence.
b) proposing the appointment of the accounts auditor referred to in article 204 of the Joint Stock Companies Act, as well as the contractual conditions, the scope of its professional mandate and, when applicable, its dismissal or non-renewal, to the board of directors to be submitted to the general shareholders' meeting;
c) reviewing the company's accounts, ensuring compliance with the legal requirements and the correct application of the generally accepted accounting principles, as well as reporting on the proposals to modify accounting criteria and principles suggested by the management;
d) acting as a communication channel between the board of directors and the auditors, assessing the results of each audit and the management team's responses to its recommendations and mediating in cases of discrepancies between the latter and the former concerning the principles and criteria applicable to drawing up the financial statements;
e) handling relations with the external auditors in order to receive information about matters that might jeopardize their independence and any others related to the accounts auditing process, as well as receiving information and carrying out the other contact with the accounts auditors stipulated in the accounts auditing legislation and the technical auditing regulations;
f) being aware of the procedure for financial information and the internal control systems, as well as reviewing the appointment and replacement of those responsible therefor;
g) supervising the fulfillment of the auditing agreement, seeking to ensure that the opinion on the annual accounts and the main contents of the auditor's report are worded clearly and precisely;
h) supervising the periodic financial information that the board must provide the markets and their supervisory bodies with;
i) receiving information about the fulfillment of the internal code of conduct for the stock markets, these regulations and, in general, the company's governance rules and making the necessary proposals to improve them. In particular, the auditing committee is responsible for receiving information about and, if applicable, issuing a report on disciplinary measures for members of the company's senior management team; and
j) supervising the company's internal auditing services, notwithstanding their hierarchical dependence, exercising the following competences:
(i) supervising the systems for recruiting and hiring internal auditing personnel,
(ii) approving the annual internal auditing plan,
(iii) approving the department's annual budget,
(iv) relations with the manager of the internal auditing department to receive a report on the conclusions of the internal auditing report and the fulfillment of the annual plan, and
(v) in general, supervising whatever matters fall within the scope of the competence of the aforementioned internal auditing services.
8. One of the meetings of the auditing committee must be used to assess the efficiency and compliance with the company's governance procedures and rules and supervising the information that the board of directors must approve and include in its annual public documents.
9. Any member of the management team or of the company's staff that is required to do so must attend the committee meetings and provide their cooperation and access to the information they have. The committee may also require the accounts auditors to attend its meetings.
10. In order to better carry out its duties, the auditing committee may seek the advice of external professionals, to which that set forth in article 25 of these regulations shall apply.

The appointments and remuneration committee.
1. The appointments and remuneration committee shall be made up of external directors appointed due to their professional experience and knowledge. Executive directors may not be members of this committee.
2.- The appointments and remuneration committee shall be made up of a minimum of 3 and a maximum of 5 non-executive directors. Who and how many shall be appointed is up to the board of directors. The members of the appointments and remuneration committee shall be appointed for a maximum term of three years, and may be reappointed one or more times for terms of the same maximum length.
3.- The chairman of the appointments and remuneration committee shall be appointed by the board of directors from among the members of the committee. This committee shall also appoint a secretary who need not be a director in order to be a member of the committee, although in that case he/she shall have neither a say nor a vote.
4.- The appointments and remuneration committee shall meet whenever the board or its chairman requests that a report be issued or proposals be adopted and, in any case, whenever deemed appropriate for the correct performance of its duties. In any case, it shall meet once a year to prepare the information about the directors' remuneration that the board of directors must approve. The appointments and remuneration committee shall meet when summoned by the chairman, at its own decision or in response to a request by three of its members or the executive committee. That set forth in the by-laws for the summoning of the board of directors shall apply to the summoning of this committee.
5.- The appointments and remuneration committee shall be deemed validly held when at least half of its members attend or are represented. The deliberations shall be chaired by the chairman. In order for resolutions to be adopted, the majority of the members attending the meeting must vote in favor and, in the event of a tie, the chairman shall have a casting vote. The committee must take into account the suggestions made by the company's chairman, board members, managers or shareholders.
6.- With regards to all matters not stipulated in the by-laws or in this article, the committee shall regulate its own operation, and, failing that, the operating rules established for the board of directors shall be applicable, provided they are compatible with the nature and function of this committee.
7. Notwithstanding any other tasks assigned to it by the board, the appointments and remuneration committee shall have the following basic responsibilities:
a) making proposals about the appointment of directors to the board so that it may directly appoint them (co-option) or propose them to the general shareholders' meeting itself;
b) proposing the members of each of the committees to the board;
c) proposing the system for and amount of the annual remuneration of the directors and senior managers to the board of directors;
d) periodically reviewing the remuneration schemes, assessing their suitability and performance; e) safeguarding the transparency of the remuneration;
f) reporting the transactions that involve or may involve conflicts of interest and, in general, the matters included in Chapter IX of these regulations.