BOARD OF DIRECTORS
See updated composition.
The Board of Directors, which has the broadest powers and authority to administer and represent the Company, focus its activities on the definition and supervision of the general strategy of the Company, including the approval of the corporate policies — which include the environmental, the social and the corporate governance and regulatory compliance policies — in accordance with Article 13 of the Regulations of the Board of Directors [PDF].
It also entrusts the organisation and strategic coordination functions to the chairman and chief executive officer and to the management team, who disseminate, implement and supervise the general strategy defined by the Board of Directors pursuant to the to the Governance and Sustainability System.
In addition, the Board of Directors has created an Executive Committee and four consultative committees: the Audit and Risk Supervision Committee, the Appointments Committee, the Remuneration Committee, and the Sustainable Development Committee.
Within the context of Iberdrola's ongoing exercise in transparency and communication with shareholders and the markets, the Company publishes the Activities Report of the Board of Directors and of the Committees thereof [PDF], which integrates information regarding the Board of Directors, the Executive Committee, the Audit and Risk Supervision Committee, the Appointments Committee, the Remuneration Committee and the Sustainable Development Committee.
BOARD OF DIRECTORS STRUCTURE
The following chart shows the proportion of the different types of directors inside the Board of Directors and its consultative commissions:
All members of the Board of Directors are external directors, except for the chairman, Mr Ignacio Sánchez Galán, and the Business CEO, Mr Francisco Martínez Córcoles, who are both executive directors.
The independent director Mr Juan Manuel González Serna is vice-chair of the Board of Directors, chairs the Remuneration Committee and is also lead director pursuant to article 26 of the Regulations of the Board of Directors [PDF].
The positions of counsel to the Board of Directors and secretary of each of its consultative committees, are held by well-respected outside lawyers, which ensures their independence and enriches debate and the exchange of viewpoints at the meetings of the Board of Directors and its committees.
The members of the Board of Directors are classified as executives, independents and other externals according to the definitions established in the Spanish Companies Act (Ley de Sociedades de Capital).
Here you can check more information on the different classes of directors (Spanish Companies Act)
Particularly, according to the provisions of Article 529 duodecies 4 of the aforementioned act, independent directors shall be deemed to be those directors who, having been appointed in view of their personal and professional qualifications, can discharge their duties without being constrained by relations with the company or its group, its significant shareholders or its officers. Persons falling within any of the circumstances set forth below shall in no event be deemed to be independent directors:
a) Persons who have been employees or executive directors of companies of the group, unless 3 or 5 years, respectively, have passed since ceasing to act as such.
b) Persons receiving from the company, or from the group to which the company belongs, any amount or benefit otherwise than as director remuneration, unless it is immaterial for the director.
For purposes of the provisions of this subsection, dividends or pension supplements that a director may receive by reason of the director's prior professional or employment relationship shall not be taken into account, as long as such supplements are unconditional in nature and, therefore, the company paying them cannot discretionarily suspend, modify or terminate the accrual thereof without breaching its obligations.
c) Persons who are, or for the last 3 years have been, partners of the external auditor or of the auditor responsible for the audit report, whether the audit covering such period has been of the listed company or of any other company of its group.
d) Persons who are executive directors or senior officers of another company at which an executive director or senior officers of the company is an external director.
e) Persons who maintain, or for the last year have maintained, a significant business relationship with the company or with any company of its group, whether on their own behalf or as significant shareholders, directors or senior officers of an entity that maintains or has maintained such relationship.
The relationship maintained by a supplier of goods or services, including financial services, and that maintained by an adviser or consultant, shall be deemed to be business relationships.
f) Persons who are significant shareholders, executive directors or senior officers of an entity that receives, or for the last 3 years has received, donations from the company or from its group.
Those who are mere trustees of a foundation receiving donations shall not be deemed to be included in this subsection.
g) Persons who are the spouse of or linked by a like relationship of affection to or relatives up to the second degree of kinship of an executive director or senior officer of the company.
h) Persons who have not been proposed for appointment or renewal by the appointments committee.
i) Persons who have been directors for a continuous period exceeding 12 years.
j) Persons falling within any of the circumstances described in subsections a), e), f) or g) above with respect to a significant shareholder or a shareholder represented on the board. In the case of the kinship relationship mentioned in subsection g), the limitation shall affect not only the shareholder but also its proprietary directors at the company in which an equity interest is held.
Proprietary directors who lose their status as such as a consequence of the sale of its interest by the shareholder that they represented may only be re-elected as independent directors if the shareholder they represented until such time has sold all of its shares in the company.
A director who owns a shareholding interest in the company may be classified as independent provided that said director fulfils all the conditions set out in this section and, in addition, the interest held thereby is immaterial.