Repsol

Remuneration of members of the Board of Directors

The remuneration received by Executive Board Members, for the items listed in paragraphs a), b) and c) herein, amounts to €11.482 million, representing 0.52% of the earnings attributable to the parent company for the period.

a) For membership on the Board of Directors

According to the provisions of Article 45 of the Company Bylaws, each year the Company may allocate an amount equal to 1.5% of net profit to the members of the Board of Directors, which may only be deducted after the statutory and mandatory reserves have been covered, and after shareholders have been given a dividend of at least 4%.

Under the system established and approved by the Appointments and Remuneration Committee, the remuneration to be received annually for membership on each of the Group's corporate government bodies amounted to the following for the years 2010 and 2011:

The remuneration received in 2011 by members of the Board of Directors due to their membership under the aforementioned statutory allowance amounted to €4.974 million, as detailed below:

(1)   Juan Abelló Gallo was appointed Vicechairman and member of the Executive Committee on 26 October 2011, substituting Luis del Rivero Asensio.
(2)   Luis del Rivero Asensio resigned from the Board on 20 December 2011 and was substituted by Juan Abelló as Vicechairman and member of the Executive Committee on 26 October 2011.
(3)   Mario Fernández Pelaz was appointed Director on 15 April 2011.
(4)   Carmelo de las Morenas López resigned from the Board on 15 April 2011.

Moreover, it should be noted that:

• The members of the Board of Directors of the parent company have not been granted any loans or advances by any Group company, jointly controlled entity or associated enterprise. 
• No Group company, jointly controlled entity or associate has pension or life insurance obligations to any former or current member of the Board of Directors of Repsol YPF, S.A., except in the case of the Executive Chairman and the General Counsel whose remunerations, as Executive Directors, are governed by the obligations provided for in their contracts for services, which envisage a defined contribution system.       

b) Due to the holding of executive positions and performing executive duties

The fixed monetary remuneration earned in 2011 by the Board members who had performed executive duties in the Group during the year totalled EUR 3.351 million, corresponding EUR 2.368 million to Antonio Brufau and EUR 0.983 million to Luis Suárez de Lezo.

Additionally, the remuneration in kind (housing, etc.), annual variable and multi-annual variable calculated on the basis of the degree to which targets of the Medium Term Incentives Program 2008-2011, accrued by Antonio Brufau, totalled EUR 1.942 million. The remuneration in kind, annual variable and multi-annual variable, multi-annual as a participant of the above program, earned by Luis Suárez de Lezo, totalled EUR 1.033 million. 

Furthermore, on an extraordinary basis, a special bonus has been accrued in 2011 connected to the increase of results in 2010 of an amount of EUR 2.772 millions for Antonio Brufau and 1.678 millions for Luis Suárez de Lezo.

The referred amounts do not include those indicated in the section e) below.

c) Due to membership of the Boards of Directors of subsidiaries

The remuneration earned in 2011 by the members of the Board of Directors of Repsol YPF, S.A. in their capacity as directors of other Group companies, jointly controlled entities and associates amounted to EUR 0.611 million, according to the following details:

(*) The amount received by the Executive Chairman for being on the boards of the Repsol YPF Group and its subsidiaries is deducted from his annu7al variable retribution.


d) Due to third-party liability insurance premiums

The Board members are covered by the same third-party liability insurance policy as that covering all the directors and executives of the Repsol YPF Group.

e) Due to retirement and disability insurance policies and contributions to pension plans and long service bonus

The cost of retirement, disability and death insurance policies, and contributions to pension plan and the long service bonus, including the corresponding on account payments, if any, incurred by the Company in relation to Board members who discharged executive duties at the Group during 2011 totalled EUR 2.965 million, of which EUR 2.671 million corresponded to Antonio Brufau and EUR 0.294 million to Luis Suárez de Lezo.

f) Incentives

Board Members who do not hold executive positions in the Company did not receive multi-year variable remuneration.

g) Transactions with Directors 

Apart from the remuneration earned, the dividends corresponding to the shares they hold and, in the case of External Proprietary Directors, the transactions with significant shareholders, the directors of Repsol YPF did not perform any relevant transaction other than in the normal course of business or other than on an arm’s-length basis with the Company or with Group companies.

Notwithstanding the above, the Company has implemented the Acquisition Plan by the Beneficiaries of the Medium-Term Remuneration Programs and Subsequent Additional Shares Delivery which has been approved by the shareholders on the Annual General Meeting that took place last April 15, 2011. The purpose of said Plan is to enable the Executive Directors and the beneficiaries of the current multi-year remuneration programs to invest up to 50% of the gross assessment of the medium-term incentive to be received on an annual basis, such that if the beneficiary holds the shares for a period of three years and meets the other conditions of the Plan, the Company will give them, at the end of that period, one additional share for every three initially acquired.

As a demonstration of their commitment to the Company and the shareholders’ interests, both the Executive Chairman and the Director-Secretary have joined the First Cycle of the aforesaid Stock Acquisition Plan by the Beneficiaries of the Medium-Term Remuneration Programs and Subsequent Additional Shares Delivery.

The Director-Secretary has assigned 150 thousand Euros of his multi-year variable remuneration 2011 for acquiring Company’s shares. The Chairman has assigned the maximum amount permitted, i.e. 753 thousand Euros which represent 50% of the amount assessed as his multi-year variable remuneration for 2011 to the purchase of shares in the Company. At present, the Executive Chairman is the second largest individual shareholder of Repsol YPF, which demonstrates the extent of his commitment to the Company and its evolution.

Last updated: 26 April 2012