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Board of Directors
The Board of Directors leads and oversees matters of particular importance to the company
It is the body responsible for the governance, management, and administration of the company's businesses and interests in all matters not reserved for the Annual General Meeting. It has a general supervisory role and focuses on matters of particular importance to the company. It is governed by Article 37 of the Company Bylaws and Articles 3 through 32 of the Regulations of the Board of Directors, which outline its structure, composition, powers, and functioning, among others.
Chairman
Chairman
Antonio Brufau Niubó
Antonio Brufau Niubó
- Other Non-Executive
- Chairman of the Board of Directors and Chairman of the Delegate Committee
Antonio Brufau has been a director of Repsol since he was first appointed by the Board of Directors on July 23, 1996, and was subsequently ratified at the Annual General Meeting held on June 6, 1997. He was reelected at the Annual General Meetings held on March 24, 1999; April 4, 2003; May 9, 2007; April 15, 2011; April 30, 2015; May 31, 2019; and May 25, 2023.
CEO
CEO
Josu Jon Imaz San Miguel
Josu Jon Imaz San Miguel
- Executive Director
- Chief Executive Officer and Member of the Delegate Committee
Josu Jon Imaz San Miguel has been Repsol's CEO since April 2014. Ever since, he has been leading the company's transformation process, helping establish it as one of the leading companies in the oil and gas sector today. Improving efficiency and asset portfolio management are the core pillars of the strategy driven by the CEO, aiming to turn Repsol into a leaner and more competitive company that is capable of making the most of its integrated business model in terms of performance.
Secretary to the Board of Directors
Secretary to the Board of Directors
Composition of the Board
Pursuant to the provisions of the Bylaws, the Board of Directors must be comprised of a maximum of sixteen (16) and a minimum of nine (9) directors. At the Annual General Meeting on May 31, 2019, the shareholders agreed to set the current number of directors at fifteen (15).
Functions of the Board
Functions of the Board
It is the Board of Directors' responsibility to approve the company's strategy and the exact organization required for its implementation, as well as to supervise and monitor Senior Management's achievement of the established objectives and respect for the corporate purpose and mission. The Board also approves the acquisitions and disposals of the company's assets or those of its subsidiaries when, in any circumstance and without prejudice to the involvement of the shareholders as required by law, such assets are considered especially significant.
Board Meetings
Repsol's Board of Directors met on 11 occasions in 2023, with all the Directors attending in person (or by proxy with specific instructions).
| Meetings in 2023 |
11 |
Attendance | 100% |
|---|---|---|---|
| 11 | Number of meetings held with the physical presence of at least 80% of directors | 99% |
Physical presence of total votes throughout the year |
| 11 |
Number of meetings held with the physical presence of all directors (or their proxies with specific instructions) | 100% |
Of total votes cast throughout the year with the physical presence of members (or their proxies with specific instructions). |
The chairman of the Board of Directors attended all meetings held during 2023.
The Lead Independent Director met on one occasion in FY 2023 with the other independent non-executives.
Assessment of the Board of Directors
Assessment of the Board of Directors
In accordance with the provisions of Article 45 quater of the Company Bylaws and Article 11 of the Board of Directors Regulations, at least once a year the Board will assess its performance and the quality and efficiency of its work. It also annually assesses the work of its Committees, based on the reports they submit. Likewise, at least once every three years, the Board of Directors is assisted in the assessment process by an external consulting firm, being Deloitte who has assisted it in the 2023 fiscal year in the evaluation of its operation and that of its Committees and, specifically, of the performance of the Chairman, Secretary to the Board of Directors, and the CEO. The process was coordinated by the Chair of the Nomination Committee and the Secretary, and concluded with the approval of the report of conclusions drawn up by the external consultant and the action plan.
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