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Corporate governance

Board Committees

  • Board Committees

    Without prejudice to the statutory capacity of the Board of Directors to create other committees, the Company currently has a Delegate Committee, Audit and Control Committee, Nomination Committee, Compensation Committee, and Sustainability Committee.
Delegate Committee
Audit and Control Committee
Nomination Committee
Compensation Committee
Sustainability Committee
Various committee members in a meeting paying close attention

Delegate Committee

All powers of the Board are permanently delegated to the Delegate Committee except those that may not be delegated by law or under the Board Regulations.
A meeting table with a white Repsol cup on it

Audit and Control Committee

The Committee supports the Board of Directors in its supervisory duties by regularly reviewing the preparation of economic and financial reporting, the effectiveness of internal controls, and the independence of the auditor, as well as verifying compliance with all the legal provisions and internal regulations applicable to the Company.
Employees listening while they're seated

Nomination Committee

The responsibilities of this Committee include, among others, submitting proposals and reporting to the Board of Directors on the selection, appointment, re-election, and removal of directors as well as establishing a representation target for the less well-represented gender and preparing guidelines on how to reach this target.
Shot of various flags bearing the Repsol logo

Compensation Committee

The responsibilities of this Committee include, among others, submitting proposals and reporting to the Board of Directors on the compensation policy for Directors and Senior Management and its application, including the share-based compensation systems, on the standard terms of the contracts of Senior Management,
Close-up of the Repsol Campus building façade

Sustainability Committee

The responsibilities of this Committee include, among others, being familiar with and shaping the Group's policies, objectives, and guidelines on environmental, safety, and social responsibility matters, analyzing and reporting to the Board of Directors on the expectations of the Company’s various stakeholders, and supervising the relations with them. Moreover, it proposes to the Board of Directors the approval of a Sustainability Policy and reviews and evaluates the management and control systems for non-financial risks.

Regulations and functioning

The structure, composition, powers, and responsibilities of the Board Committees are governed by Articles 37 to 39bis of the Company Bylaws and Articles 32 through 37 of the Regulations of the Board of Directors.
The Committees will be considered validly convened when one half plus one of its members attend the meeting in person or by proxy.
The Committees will meet as and when called by the Chairman or requested by the majority of its members.
The Committees will establish an annual meeting calendar and an Action Plan for each year.
The members of the Committees will be relieved of their duties once their tenure as Director ceases or when agreed by the Board. Any vacancies that arise will be promptly filled by the Board of Directors.
In order to better carry out its duties, this Committees may seek advice from lawyers and other external professionals, in which case the Secretary to the Board, at the request of the Chairman of the Committee, will take whatever action necessary to contract the services of such lawyers or other professionals.