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Corporate governance

The Board of Directors is our highest-level governance body with corporate responsibility duties. It is composed of 15 members, of whom two are Executive Directors, five are External Directors representing institutional shareholders, and eight are Independent Non-executive Directors.

There are two women Directors: Ms. Paulina Beato Blanco, a Member of the Audit and Control Committee; and Ms. Mara Isabel Gabarr Miquel, who serves on the Strategy, Investment and Corporate Responsibility Committee and the Appointments and Remuneration Committee.

As of December 31, 2011, the Board of Directors is composed of:

NAME OFFICE CONDITION LAST APPOINTMENT TERM EXPIRES
D. Antonio Brufau Niub Chairman Executive 15/04/2011 15/04/2015
D. Juan Abell Gallo Vice-chairman External (22) 15/04/2011 15/04/2015
D. Isidre Fain Casas Vice-chairman External (23) 14/05/2008 14/05/2012
Da. Paulina Beato Blanco Member Independent 30/04/2010 30/04/2014
Pemex Internacional Espaa, S.A., represented by Mr. Jos Manuel Carrera Panizzo Member External (24) 30/04/2010 30/04/2014
D. Artur Carulla Font Member Independent 30/04/2010 30/04/2014
D. Luis Carlos Croissier Batista Member Independent 15/04/2011 15/04/2015
D. ngel Durndez Adeva Member Independent 15/04/2011 15/04/2015
D. Javier Echenique Landiribar Member Independent 30/04/2010 30/04/2014
D. Mario Fernndez Pelaz Member Independent 15/04/2011 15/04/2015
Da. Mara Isabel Gabarr Miquel Member Independent 14/05/2009 14/05/2013
D. Jos Manuel Loureda Mantin Member External (22) 15/04/2011 15/04/2015
D. Juan Mara Nin Gnova Member External (23) 14/05/2008 14/05/2012
D. Henri Philippe Reichstul Member Independent 30/04/2010 30/04/2014
D. Luis Surez de Lezo Mantilla Secretary Executive 14/05/2009 14/05/2013

In order to enhance and improve its current structure, the Board of Directors, with the support of the Appointments and Remuneration Committee, approved an amendment to its Regulations, later incorporated into the company bylaws, establishing the role of the Lead Independent Director when, as is currently the case, the Chairman of the Board also assumes the role of chief executive.

This Director has the following powers, among others:

  • Request the Chairman of the Board to convene the Board when deemed appropriate, as well as including issues onto the agenda of its meetings
  • Coordinate and reflect the opinions of External Directors, and convene and chair any Independent Director meetings deemed necessary or appropriate.

Mr. Artur Carulla Font, current Chairman of the Appointments and Remuneration Committee, has been appointed to the role as Lead Independent Executive.

During 2011, the Board of Directors met twelve times. Only one of the meetings was not attended by all members(25). The percentage of non-attendances out of the total number of votes cast during the period was 0.52, compared to 3.36 in the previous year.

During the year 2011, he Board of Directors, directly or through its Committees, has dealt with the following sustainability issues, among others:

  • 2010-2014 Strategic Plan
  • The Working Norm on Corporate Responsibility
  • 2012 Sustainability Plan
  • Corporate Responsibility Report 2010
  • Information on Safety and the Environment

In 2011, the Members of the Board of Directors, including Executive Directors, collectively received remuneration of €4.97 million(26).

Performance of the Board of Directors and its Committees

As set forth in article 11 of the Board of Directors Regulation, at least once a year the Board of Directors assesses the functioning, quality and efficiency of its work. It also assesses annually the functioning of its Committees, based on the reports they present.

To this end, at its meeting held on January 25, 2012, the Board of Directors agreed that its functioning during the 2011 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 functions with which the Board is charged, as set forth in the Board of Directors Regulation, include the following:

  • Examine draft Ethics and Conduct Regulation and their amendments, prepared by the corresponding area of Repsol and issue a prior opinion to the proposals to be made by the corporate bodies
  • Ensure that internal Ethics and Conduct Regulation and Codes related to securities markets, applicable to Repsol staff, meet policy requirements and are fit for purpose
  • Understand and direct Repsol's policy, objectives and guidelines on safety and the environment
  • Understand and direct Repsol's policy, objectives and guidelines on corporate responsibility.

In general, the Board and its Committees are evaluated on an annual basis by the Board of Directors itself, without the involvement of third parties external to the company.

Responsibilities of the Board of Directors on corporate responsibility

In accordance with the provisions of article 5 of the Board of Directors Regulation, the board, in a plenary session, is responsible for approving Repsol's corporate responsibility policy.

In turn, in accordance with article 34.4. c) of the Board of Directors Regulation, the Strategy, Investment and Corporate Responsibility 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 Repsol Corporate Responsibility Report prior to its submittal to the Board of Directors.

Moreover, in accordance with article 32.4. n) of the Board of Directors Regulation, the Audit and Control Committee of the Board of Directors is charged with understanding and directing Repsol policy, objectives and guidelines on safety and environment matters.

The Strategy, Investment and Corporate Responsibility Committee

At December 31, 2011, the Committee comprises six Directors, four of whom are External Directors representing institutional shareholders, and two Independent Directors. The Chairman is an External or Non Executive Director.

NAME OFFICE CONDITION
D. Juan Mara Nin Gnova Chairman External
D. Juan Abell Gallo Member External
Pemex Internacional Espaa, S.A., representada por D. Jos Manuel Carrera Panizzo Member External
D. Luis Carlos Croissier Batista Member Independent
Da. Mara Isabel Gabarr Miquel Member Independent
D. Jos Manuel Loureda Mantin Member External

During 2011, all members of the Strategy, Investment and Corporate Responsibility Committee attended all meetings held.

Their agenda included the following issues, among others:

  • Regulation for the Corporate Responsibility Function
  • 2012 Sustainability Plan
  • Corporate Responsibility Report 2010

Significant share ownership

Repsol's largest shareholders at December 31, 2011 are the following institutions:

More information on the Board of Directors, its Committees, remuneration, regulations and monitoring of the recommendations on good governance at repsol.com

Shareholder total % of share capital
Sacyr Vallehermoso, S.A. (27) 10.01
CaixaBank, S.A 12.84
Petrleos Mexicanos (28) 9.49
(22) External Director representing an institutional shareholder appointed at the proposal of Sacyr Vallehermoso, S.A.
(23) External Director representing an institutional shareholder appointed at the proposal of CaixaBank, S.A.
(24) External Director representing an institutional shareholder appointed at the proposal of Petrleos Mexicanos
(25) Members who provide no specific instructions as to their votes are considered failures to attend.
(26) This amount excludes remuneration for carrying out management functions and for membership of the Boards of Directors of affiliates. For more information, see note 33 of the 2011 consolidated annual accounts of the Repsol YPF group.
(27) The Sacyr Vallehermoso stake is held by Sacyr Vallehermoso Participaciones Mobiliarias, S.L.
(28) The shareholding of Petrleos Mexicanos (Pemex) is held through Pemex Internacional Espaa, 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 9.49% of the company's share capital.