Predicción censal

38 II.4.1 Besides carrying out its supervisory duties, the General and Supervisory Board shall advise, follow-up and carry out an on-going assessment on the management of the company by the Executive Board of Directors. Besides other subject matters, the General and Supervisory Board shall decide on: i) the definition of the strategy and general policies of the company; ii) the corporate structure of the group; and iii) decisions taken that are considered to be strategic due to the amounts, risk and particular

characteristics involved.

n/a -

39 II.4.2 The annual reports and financial information on the activity carried out by the General and Supervisory Committee, the Financial Matters Committee, the Audit Committee and the Audit Board shall be disclosed on the company’s website together with the financial statements.

Yes The annual report on the activity carried out by the Auditing Committee is subject to publication on Novabase’s website. (see point II.4.)

40 II.4.3 The annual reports on the activity carried out by the General and Supervisory Board, the Financial Matters Committee, the Audit Committee and the Audit Board shall include a description on the supervisory activity and shall mention any restraints that they may have come up against.

Yes See the 2011 Audit Committee

Activity Report annex (referred to in point II.4).

41 II.4.4 The General and Supervisory Board, the Auditing Committee and the Board of Auditors (depending on the applicable model) shall represent the company for all purposes at the external auditor, and shall propose the services supplier, the respective remuneration, ensure that adequate conditions for the supply of these services are in place within the company, as well as being the liaison officer between the company and the first recipient of the reports.

Yes The Audit Committee, under its operating regulations, has the capacities, duties and

responsibilities described in this recommendation (see point II.3.)

42 II.4.5 According to the applicable model, the General and Supervisory Board, Audit Committee and Board of Auditors shall assess the external auditor on an annual basis and advise the General Meeting that he/she be discharged whenever justifiable grounds are present.

Yes Each year, in the annex of its Activity Report, the Audit Committee assesses the external auditor (see point II.4.).

To date, there has been no need to justifiably dismiss any entity performing the duties of external auditor; the General Meeting of Shareholders would not be responsible for such dismissal (see point II.24).

43 II.4.6. The internal audit services and those that ensure compliance with the rules applicable to the company (compliance services) shall functionally report to the Audit Committee, the General and Supervisory Board or in the case of companies adopting the Latin model, an independent director or Board of Auditors, regardless of the hierarchical relationship that these services have with the executive management of the company.

No Novabase does not submit these

services to a direct reporting to the Audit Committee, adopting a system which renders the control of constraints more agile, through a Chief Risk Officer (CRO) to whom these services report in what concerns risk prevention and management. The CRO has the duty to report to the Chairman of the

director positions.

Notwithstanding the above, it should be noted that when executive directors must be replaced, the company has a procedure in place under which the Executive Committee Chairman and the Executive Committee as a whole identify potential candidates (internal or external) to be designated under this replacement, submitting their names to the company boards legally responsible for the replacement, or communicating these names to shareholders interested in submitting, to the General Meeting of Shareholders, a respective proposal for election to the Board of Directors, when applicable (see point II.36.).

45 II.5.2 Members of the Remuneration Committee or alike shall be independent from the Members of the Board of Directors and include at least one member with knowledge and experience in matters of remuneration policy.

No Members of the Remuneration

Committee are independent from the members of the Board of Directors, pursuant to the generally accepted criteria for gauging the independence between the members of these two committees. However, in view of

Recommendation No. II.5.3. of the 2010 Corporate Governance Code, one member may be considered a non-independent member of the Remuneration Committee in relation to the members of Novabase’s Board of Directors.

Notwithstanding the above, Novabase wishes to emphasize that since the Remuneration

Committee’s current members were appointed to their positions for the three-year period of 2009-2011, it seems inappropriate to make any changes at this time to this committee’s composition before the end of the current term. (see section V)

company shall not be recruited to assist the Remuneration committee. This recommendation also applies to any natural or legal person who has an employment contract or provides services. 47 II.5.4 All the Committees shall draw up minutes of

the meetings held.

Yes The corporate boards and

specialized committees draw up their own meeting minutes (see point II.13).