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The Ethics
and Conduct Regulation

The Regulation applies, whatever their geographical location, to all employees of Repsol or any of our group companies.

Our Ethics and Conduct Regulation establishes overall guidelines that govern the conduct of Repsol and all its employees in carrying out their duties and in their commercial and professional relations. We demand our people act in accordance with national law and show respect for the ethical principles of their respective cultures.

Our Ethics Commission exists in part to help employees understand and apply the Regulation in practice. Employees can consult the Ethics Commission in case of doubt about the interpretation or application of the Regulation.

The Ethics and Conduct Regulation is a reference guide for relations with the different groups with whom the company interacts: Shareholders, professionals, consumers, suppliers, competitors, authorities and the markets in general.

The ethical values and basic principles at the core of this regulation are integrity, transparency, responsibility and safety. These values are the benchmark against which employees should measure their basic conduct in meeting the obligations of their job while showing loyalty to the company, good faith, integrity and respect for the law.

The Regulation does not aim to cover all possible situations that may arise in the professional context, but to establish minimum conduct guidelines to which all employees should become accustomed in the way they act in their job. The conduct described in this Regulation is mandatory when working at Repsol YPF.

The Regulation is available on the company website (www.repsol.com) and intranet in Spanish, English and Portuguese, as well as Catalan, Euskera and Galician.

The Regulation applies, regardless of geographical location, to the CEO, executives and employees in general working at Repsol or any of its group companies.

More information on the Ethics and Conduct Regulation, the make-up of the Ethics Committee and the description of the non-compliance communications channels can be found at etica.repsol.com.

Training and awareness raising

In November 2010, the Corporate Responsibility Committee approved our 2012 Sustainability Plan, which includes the training programs and actions to be complied with between 2010 and 2012. This will include training on reinforcing ethical conduct and the fight against corruption. Within this framework we have prepared a communication plan to further the awareness and familiarity among all Repsol employees of the content of the Ethics and Conduct Regulation and the remit of the Ethics Committee.

In support of this communications plan, we have:

  • Published an internal note to all employees regarding the key behaviors included in the Ethics and Conduct Regulation
  • Disseminated information on the role of the Ethics Committee regarding enquiries and investigating alleged behaviors contrary to the Ethics and Conduct Regulation.

Reporting non-compliance

Repsol people can communicate any compliance failure or violation of the conduct set out in the Ethics and Conduct Regulation. They may do this by informing the head of their department or by reporting it to the Ethics Committee. Repsol will not tolerate any kind of action being taken against employees who report allegations of non-compliance in good faith, and will punish any violations of our regulation that constitute labor offences under the law, without prejudice to other liabilities that these may also incur.

The Ethics Committee has a communication channel on the corporate intranet and company website (at www.repsol.com), which enables employees and third parties to submit queries about the Ethics and Conduct Regulation in the utmost confidentiality, as well as to report possible compliance failures or infringements of this regulation.

The identity of users of this communication channel is kept totally confidential while processing their communication and will not be divulged to third parties or, in the case of Repsol employees, to their managers or superiors.

There are also similar channels for anyone to communicate, in complete confidence, any incident related to accounting, internal accounting controls and audits affecting Repsol to the Repsol Audit and Control Committee and to the YPF Audit Committee.

From the creation of the Ethics Committee up to December 31, 2011, we have received 90 reports directly or indirectly related to the Ethics and Conduct Regulation. The main issues raised relate to labor situations (39%), commercial complaints (30%), contractual relationships with suppliers and contractors (16%), queries and information requests (12%) and others (3%).

Additionally, in 2011 we received 206 reports through mailboxes managed by the Corporate Security of which 69% relate to robbery, 4% to cases of fraud and the remaining 27% to other unethical conduct.

The Ethics Committee

This Committee is responsible for managing the system to monitor and ensure compliance with the Ethics and Conduct Regulation.

At each of its meetings, the Ethics Committee follows-up the reports received through the different communication channels. The members of this Committee are Repsol executives with decision-making authority who contribute in their respective areas of activity to investigating the reports submitted to the Committee, as well as implementing resolutions.

From time to time, the Committee is informed of other cases related to the Ethics and Conduct Regulation, with details of their treatment, any sanctions applied and performance by country.

The Committee met on three occasions in 2011 and discussed the following issues, among others:

  • Our response to reports received and files processed on the issue of ethics
  • Follow-up on actions planned for 2011 in relation to the ethics and anti-corruption aspects of the 2012 Sustainability Plan.

Other monitoring and control systems

The Repsol Audit and Control Division oversees compliance with the Ethics and Conduct Regulation in all of the company's projects. In light of project scope, this division reviews aspects such as the proper use and protection of company assets, potential conflicts of interest, information transparency and confidentiality, relationships with customers, suppliers, contractors and partners, personal data protection, compliance with the law and financial records. In 2011 we carried out 67 audit projects.

Likewise, the Audit and Control Division is involved in investigating reports received by the Ethics Committee and the Audit and Control Committee through the non-compliance communication channels.

The Internal Control System for Financial Reporting includes controls aimed at covering environment risk controls, which identify risks related to mechanisms formally established in the Repsol Group to promote compliance with the Ethics and Conduct Regulation, regarding both conflicts of interest and disclosing privileged information, as well as possible violations of the conducts included in the Regulation.

Furthermore, the Crime Prevention Model discussed in more detail below helps reinforce mechanisms to identify, evaluate and mitigate risks of non-compliance with the principles established in the Ethics and Conduct Regulation.

Lastly, the Audit and Control Division monitors a Legislative Compliance Program, which includes obligations related to legal issues such as personal data protection, compliance with safety and environmental regulations, reporting information to public bodies and regulatory entities, among others.

Sanctions for failure to comply with the Ethics and Conduct Regulation

In 2011, we imposed 1,388 sanctions for failure to comply with the Ethics and Conduct Regulation:

  • 1,128 warnings
  • 179 employment and pay suspensions
  • 81 dismissals