The Board of Directors is our highest-level governance body with corporate responsibility duties. The Repsol Board of Directors is composed of 16 Directors, of whom two are Executive Directors, six are External Directors representing institutional shareholders, and eight are independent Non-executive Directors.
There are two female Directors: Ms Paulina Beato Blanco, a Member of the Audit and Control Committee; and Ms María Isabel Gabarró Miquel, who serves on the Strategy, Investment and Corporate Responsibility Committee.
During 2010, the Board of Directors met 13 times. Seven of these meetings proceeded without the attendance of all Members. The percentage of non-attendances out of the total number of votes cast during the period was 3.36. Members who provide no specific instructions as to their votes are considered failures to attend.
In general, the Board of Directors itself evaluates the performance of the Board and its Committees on an annual basis, without the involvement of third parties external to the company.
At its meeting held on January 26, 2011, the Board of Directors agreed that its functioning during the 2010 financial year, as well as that of the Delegate Committee, the Audit and Control Committee, the Appointments and Remuneration Committee, and the Strategy, Investment and Corporate Responsibility Committee, was satisfactory and that these bodies and the Chairman of the Board of Directors properly carry out the functions they have been entrusted with under the law and internal policies applicable.
The members of the Board of Directors, including Executive Directors, received remuneration of 4.91 million euros (13),
Repsol's largest shareholders are the following institutions:
|Shareholder||% Total % of the share capital|
|Sacyr Vallehermoso. S,A,(14)||20.01|
|Criteria CaixaCorp. S,A||12.97|
(14) The Sacyr Vallehermoso stake is held by Sacyr Vallehermoso Participaciones Mobiliarias, S.L.
(15) The shareholding of Petróleos Mexicanos (Pemex) is held through Pemex Internacional España, S.A. and through several equity swap instruments with certain financial institutions that provide Pemex with the financial rights and the exercise of voting rights up to 4.81% of the company's share capital.
(16) See the section "About this report" for details of the reporting boundary applied to all the information and data in this Corporate Responsibility Report.
The Strategy, Investment and Corporate Responsibility Committee
The Strategy, Investment and Corporate Responsibility Committee is comprised of six Directors, four of whom are External Directors representing institutional shareholders, and two are independent Directors. The Committee is chaired by an External or Non-executive Director.
The Committee is charged with understanding and directing Repsol's policy, objectives, and guidelines on Corporate Responsibility and informing the Board of Directors about these, as well as reviewing and advising on the Group Corporate Responsibility Report prior to its submittal to the Board of Directors.
During 2010, the Strategy, Investment and Corporate Responsibility Committee met three times. Their agenda included the Strategic Plan, the 2009 Corporate Responsibility Report, and aspects related to safety and the environment.