In accordance with Article 19 of the Rules for the Board of Directors, and notwithstanding other responsibilities assigned it by the Board, the Appointments and Remuneration Committee will have the following responsibilities:

a) Assess the competence, know-how and experience needed on the Board and in consequence to define the functions and skills needed by candidates for each vacancy, and to assess the time and dedication needed to perform these duties well.

b) Examine or organize to a sufficient degree the succession of the Chair and of the CEO and if applicable to make proposals to the Board so that this succession may be achieved in an orderly and well planned manner.

c) Report on the appointments and dismissals of senior managers as proposed by the CEO to the Board.

d) Report to the Board about issues of gender diversity as noted in Article 22.9 of these Rules.

e) Propose to the Board of Directors:

i) The remuneration policy for directors and senior managers;

ii) The individual remuneration of executive directors and other conditions in their contracts.

iii) the basic conditions of the contracts of senior managers.

f) Ensure that the remuneration policy established by the company is observed.

In accordance with Article 18 of the Rules for the Board of Directors, and notwithstanding other responsibilities assigned it by the Board, the Audit and Compliance Committee will have the following responsibilities:

1. Reporting to the Shareholder Meeting about the questions presented to the Committee on issues of its competence.

2. Proposing to the Board of Directors for approval by the Shareholder Meeting the appointment of the external auditors.

3. Supervising the effectiveness of the internal controls of the company, of the internal audit services and systems for controlling              risks, and discussing with the external auditor any significant weaknesses in the internal control system detected during the audit.

4. Understanding and supervising the process of preparing and presenting regulatory financial information.

5. Relations with external auditors and receiving information about those matters which could threaten their Independence plus any           other issue related to the audit of the accounts and any communications laid down in the legislation on auditing and in the technical           norms for auditing.