Consolidated Annual Accounts 2017

9 The Board held 10 meetings and the Executive Committee 11 meetings in 2017. Efforts were made during the year to support remote involvement by directors at Board and Board committee meetings, as a preference to proxies, resulting in a decrease in attendance by proxy. The Board has opted for a model of separation of powers between the Chief Executive Officer and the Chairman, also an executive, so an independent director was appointed as Lead Independent Director. • The duties of the Audit and Control Committee include assisting the Board in supervising the financial reporting process, the company’s internal control, the work and independence of the external auditor, and the monitoring of the corporate governance and corporate responsibility principles and policies. The Audit and Control Committee met six times in 2017, with attendance by the external auditor at three of the meetings. The external auditor also held a meeting with the full Board. Reporting to the Audit and Control Committee is the Compliance Committee , charged with interpreting and enforcing the Group's Code of Conduct and managing the Crime Prevention Model . The committee is composed of executives from various management areas and chaired by the Chief Compliance Officer, a position held by an external independent professional. A Compliance Officer for Crime Prevention has also been appointed, with a seat on the Compliance Committee. It reports regularly to the Audit and Control Committee on its activity, especially with respect to crime-related risks, and the controls in place, as well as the operation of the Whistleblowing Channel. The Compliance Committee approves the criminal prevention training plans. In 2016 and 2017, training was given to 83.3% of Group employees, executives and middle management. The Compliance Officer for Crime Prevention updates information on the model regularly in communications sent to all employees (the most recent in January 2018). • Tasks assigned to the Appointments and Remuneration Committee include defining and supervising application of the remuneration policy for directors and senior executives, and selecting and appointing directors (especially independent directors) for inclusion in the committee in accordance with the specific corporate policy. The composition of the collegial management bodies must have a direct relationship with the composition of share capital, although the Committee may still pursue its objective of achieving a balanced and diverse membership. This committee held four meetings in 2017.