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. María Isabel Gabarró 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 Niubó||Chairman||Executive||15/04/2011||15/04/2015|
|D. Juan Abelló Gallo||Vice-chairman||External (22)||15/04/2011||15/04/2015|
|D. Isidre Fainé Casas||Vice-chairman||External (23)||14/05/2008||14/05/2012|
|Dña. Paulina Beato Blanco||Member||Independent||30/04/2010||30/04/2014|
|Pemex Internacional España, S.A., represented by Mr. José 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. Ángel Durández Adeva||Member||Independent||15/04/2011||15/04/2015|
|D. Javier Echenique Landiribar||Member||Independent||30/04/2010||30/04/2014|
|D. Mario Fernández Pelaz||Member||Independent||15/04/2011||15/04/2015|
|Dña. María Isabel Gabarró Miquel||Member||Independent||14/05/2009||14/05/2013|
|D. José Manuel Loureda Mantiñán||Member||External (22)||15/04/2011||15/04/2015|
|D. Juan María Nin Génova||Member||External (23)||14/05/2008||14/05/2012|
|D. Henri Philippe Reichstul||Member||Independent||30/04/2010||30/04/2014|
|D. Luis Suárez 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:
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:
In 2011, the Members of the Board of Directors, including Executive Directors, collectively received remuneration of €4.97 million(26).
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:
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.
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.
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.
|D. Juan María Nin Génova||Chairman||External|
|D. Juan Abelló Gallo||Member||External|
|Pemex Internacional España, S.A., representada por D. José Manuel Carrera Panizzo||Member||External|
|D. Luis Carlos Croissier Batista||Member||Independent|
|Dña. María Isabel Gabarró Miquel||Member||Independent|
|D. José Manuel Loureda Mantiñán||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:
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|
|Petróleos Mexicanos (28)||9.49|