BOARD OF DIRECTORS
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 supervision, organisation and strategic coordination functions to the chairman of the Board of Directors, to the chief executive officer and to the management team, who disseminate, implement and supervise the general strategy and the basic management guidelines defined by the Board of Directors.
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 executive chairman, Mr Ignacio Sánchez Galán, and the chief executive officer, Mr Armando Martínez Martínez.
The Board of Directors has a first vice-chair, Mr Juan Manuel González Serna — who also chairs the Remuneration Committee and is lead director, pursuant to article 26 of the Regulations of the Board of Directors [PDF] — and has a second vice-chair, Mr Anthony L. Gardner; both of them independent directors.
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).