Policy on Diversity in the Composition of the Board of Directors and the Selection of Board Members
Scope of application
This Policy will be applicable to every selection of candidates to the post of Director of Repsol.
We will favor candidates for Company Director that are individuals. However, in the case of candidates that are legal entities, this Policy is also applicable to the individuals representing them.
Notwithstanding the right of proportional representation stated in the Companies Act, the selection process of candidates will start with a prior analysis carried out by the Nomination Committee regarding the needs of the Company and the skills, expertise and experience required on the Board, considering the commitment of the Board of Directors to promote diversity in its composition. After a prior analysis of the competencies required by the Board of Directors, the Nomination Committee will define the duties and abilities sought for in candidates to fill any vacancy and will also assess the time and dedication required to perform adequately their duties.
Notwithstanding the provisions of this Policy regarding the guidelines applicable to the selection process for Board Members, the diversity criteria will be chosen according to the nature and complexity of the businesses developed by the Group, as well as the social and environmental context in which it is involved. In addition, other criteria may be taken into consideration depending on the needs of the Board of Directors.
Any Director may suggest candidates for the post of Director provided that they meet the requirements established in this Policy. However, the Nomination Committee will be responsible for forwarding to the Board of Directors any proposals for the appointment and reelection of Translation of a policy originally issued in Spanish. In the event of a discrepancy, the Spanish-language version prevails. Independent External Directors and for informing the Board of Directors on appointments and re-election proposals of Proprietary External Directors and Executive Directors. The Company may also rely on the cooperation of external advisers not only for the prior assessment about the needs of the Group, but also for the validation or proposal of candidates. The selection process will be carried out according to the following guidelines:
The candidate for the post of Director of the Company must be a reputable and qualified person widely recognized for their expertise, possessing the knowledge and professional experience to perform their duties adequately and having the necessary availability for the development of such functions.
In particular, they must be irreproachable professionals whose professional conduct and background is aligned with the principles set out in the Repsol Group’s Ethics and Conduct Code and with the vision and values of the Company.
As regards the incompatibility regime, the following individuals shall be ineligible as candidates: