The Repsol Board of Directors has agreed to call the company’s Annual General Meeting to be held, foreseeably on second call, at the Palacio Municipal de Congresos in Madrid on May 31st.
With the proposals contained in the meeting’s agenda, Repsol will advance its good governance best practices, including the separation and transparency of the duties of the Chairman and CEO, the presence of women on the Board of Directors (greater than 30%), the increased presence of independent directors, the appointment of an Lead Independent Director, and the reduction of the number of board members.
The Board will propose the re-election of directors Antonio Brufau, Josu Jon Imaz, José Manuel Loureda, John Robinson West, and Henri Philippe Reichstul for a period of four years.
Antonio Brufau has informed the Board of Directors of his intention to make this his final term, resulting in the termination of his position at the end of this new term.
The Board will also propose the appointment of Aránzazu Estefanía Larrañaga and María Teresa García-Milà Lloveras as Independent Outside Directors for a period of four years. With these appointments, Repsol will have five women on its Board of Directors, which will be reduced to 15 members.
At the Annual General Meeting on May 31st, the Consolidated Financial Statements and Consolidated Management Report for 2018 will be submitted for shareholder approval. The company obtained its best earnings of the last eight years in 2018, posting a net income of 2.341 billion euros.
Additionally, the Board of Directors has agreed to propose a gross shareholder remuneration equivalent to 0.525 euros per share through the “Repsol Flexible Dividend” program and as a substitute for the final dividend of the 2018 fiscal year. This compensation is in addition to that approved by the company as part of the same program and as a substitute for the traditional interim dividend of 2018, for an equivalent gross amount of 0.425 euros per share. The total shareholder remuneration will thus increase to an equivalent of 0.95 euros per share, 5.56% higher than that of last year.
The company plans to increase the dividend until it reaches one euro per share in 2020, as established in Repsol’s 2018-2020 Strategic Plan. In addition, at the Annual General Meeting the Board will propose a reduction in share capital through share buybacks for an amount equivalent to the shares to be issued in 2019 through the scrip dividend.
The Board will also propose that the scrip dividend program be maintained as a formula for shareholder remuneration. This allows shareholders to decide whether they prefer to receive part or all of their distribution in cash or in the form of additional shares in the company. To this end, two necessary capital increases will be submitted for approval by shareholders in order to continue the “Repsol Flexible Dividend” program.
Aránzazu Estefanía Larrañaga holds a degree in law with honors and a prize for extraordinary academic achievement from the University of Deusto.
From 2000 to January 2019, she was a partner at the Uría Menéndez Abogados law firm, at its Bilbao office. She has also been a member of the Board of Directors, the Professional Practice Steering Committee, and the Criminal Risk Prevention Committee at Uría Menéndez. Currently, she is the secretary of the Board of Directors of the Bilbao Exhibition Centre.
She also has teaching experience as an assistant professor in the Department of Civil Law at the University of Deusto. She is a widely renowned lawyer in the field of commercial law, and has practiced extensively in the areas of compliance and criminal risk prevention, as well as safety and environmental law. Since 2013, she has been recognized every year by Best Lawyers in Spain as a leading lawyer in arbitration and mediation, and has been named lawyer of the year in procedural law.
María Teresa García-Milà Lloveras holds a bachelor’s degree in economics from the University of Barcelona and a PhD in economics from the University of Minnesota.
She began her career as an assistant professor in the Department of Economics at the State University of New York, and was later an associate professor in the Department of Economics at the Autonomous University of Barcelona (UAB).
She subsequently held several positions at the Pompeu Fabra University in Barcelona, including roles as professor in the Department of Economics and Business, Dean of the Faculty of Economics and Business Administration, Vice-Provost for Science Policy, and Chair of the Department of Economics and Business.
She is currently the director of the Barcelona Graduate School of Economics, a professor in the Department of Economics at the Pompeu Fabra University in Barcelona, an independent director at Banco Sabadell, and an honorary member of the Spanish Economic Association, of which she is also a former president and vice president.