30. Details of the Supervisory Board (Audit Committee) Representing the Model Adopted
The supervisory board of the Company is the Audit Committee, consequence of the anglo-saxon governance model adopted.
Under the terms of the respective regulation, according to an updated interpretation (in light of the provisions of Article 66.º-B of the Commercial Companies Code and Article 9.º of the Civil Code), in addition to the powers attributed to it by law, the Audit Committee is responsible for the following:
- monitoring the preparation and disclosure of financial information and corporate sustainability reporting;
- monitoring the effectiveness of internal control systems, internal auditing and risk management. For this purpose, they may work with the ICC, which shall report to them regularly on their work, pointing out situations that should be analysed by the Audit Committee;
- evaluating the external audit on a regular basis;
- approving activity plans in the area of risk management and following up on their execution, proceeding with the assessment of the recommendations resulting from the audit actions and the revisions of the procedures undertaken;
- looking after the existence of an adequate internal risk management system for the companies of which Jerónimo Martins is holder of shares or quotas, ensuring full compliance with its objectives;
- approving internal audit activity programmes, which respective department functionally reports to it, as well as of the external audit;
- selecting, as proposed by the Managing Committee, the service provider for the external audit;
- monitoring the legal accounts audit services and the audit works of the corporate sustainability reporting;
- assessing and monitoring the independence of the Statutory Auditor, especially when it performs additional services for the Company.
Under the terms of the law and the procedure described below in points 89. and 91., the Audit Committee is responsible for assessing whether any existing transactions with related parties were carried out within the scope of the current activity of the Company and/or its subsidiaries and under market conditions. The Audit Committee is also responsible for, whenever necessary, to issue its prior opinion on any transactions with related parties or transactions that may generate conflicts of interest.
The Audit Committee, for the adequate performance of its duties, requests and appraises all the management information deemed necessary. In addition, it has unrestricted access to the documentation produced by the auditors of the Company, having the possibility to request any information from them it deems necessary and being the first recipient of the final reports prepared by the external auditors.
Within the scope of its attributions in terms of monitoring the legal accounts audit services, and the statutory auditor, the Audit Committee shall propose to the competent body the dismissal of the former, or the termination of the contract for the provision of services entered into, should there be just cause.
In 2024, the Audit Committee paid particular attention to financial risk management, namely on what regards exchange rate hedging operations and cash position management, to the evolution of pending court and tax cases, to the plan and activity of the Internal Audit Department, as well as to other internal control activities, highlighting the ones related to Financial, Information Security and Risk Management areas. The Committee also gave special attention to the external audit plan and activities that take place during the year, having led the selection process of the Statutory Auditors to be part of the proposal that will be submitted to the General Shareholders Meeting that will take place in April 2025.