Board of Directors’ work and their evaluation

Key issues

Among the specific matters addressed during the 2025 financial year, the following are particularly noteworthy: 

• Monitoring of the reconstruction plan for the electricity network in the Valencia region affected by the severe flooding that impacted the region in October 2024.  

• Approval of the Strategic Plan 2025-2028.  

• Monitoring and oversight of corporate transactions, co-investment agreements and strategic alliances, their impact and market reception, including the sale of Iberdrola México, the sale of the smart meters business in the United Kingdom, the acquisition of shares in Neoenergia and the launch of a public takeover bid to acquire 100% of its share capital, the acquisition of the Ararat wind farm in Australia, among others.  

• Accelerated capital increase executed on 23 July 2025, taking advantage of favourable market conditions to support the Company’s investment plans for the coming years and achieve its net profit and shareholder remuneration targets.  

• Selection of the auditor for the Company’s annual accounts and those of its consolidated group for the 2027-2029 financial years, following a tender process led by the Audit and Risk Supervision Committee. 

Priorities for 2026

The following priorities for the 2026 financial year have been identified by the Board of Directors: 

• Monitoring of the Strategic Plan and the Group’s long-term outlook.  

• Analysis of the impact of the geopolitical and macroeconomic environment on the Group.  

• High-level institutional relations.  

• Analysis of Iberdrola’s value creation for all its stakeholders.  

• Monitoring the implementation of the various corporate policies.  

• Ongoing review of the composition of the Board of Directors. 

Evaluation

The evaluation for the 2025 financial year concluded with a positive assessment of the quality and efficiency of the functioning of the Board of Directors and its committees, as well as of the performance of the executive chairman, the chief executive officer and the other directors. 

The main milestones of the 2025 financial year are highlighted below, all of which were subject to appropriate review and follow-up after Board meetings: 

• The transition in the role of chief executive officer, with the appointment of Pedro Azagra Blázquez.  
• The definition and approval of the new Strategic Plan presented at the Capital Markets Day.  
• Oversight of corporate transactions, including the acquisition of 100% of Electricity North West Limited (ENW), the offer to acquire additional stakes in Neoenergia and the sale of Iberdrola México, as well as financing operations, notably the signing of a €2.5 billion credit facility with 32 international banks.  
• Review and approval of the annual and half-year financial information.  
• Review and approval of mandatory corporate reports (corporate governance, remuneration and non-financial information) and the voluntary publication of the integrated report. 

As a result of the evaluation, the independent expert proposed a set of areas for action in 2026. These were acknowledged by the Appointments Committee and submitted to the Board of Directors. 

The action plan is structured around five main areas: 

• Board topics and agenda: strengthen oversight of risks and opportunities associated with artificial intelligence and its integration into the strategy.  
• Board functioning: carry out a six-monthly review of the information provided to directors upon joining the Board and during their term of office, ensuring it remains up to date and continuously improved.  
• Executive Committee: monitor the progress of the Strategic Plan and the outlook for achieving its objectives.  
• Relationship between committees: continue strengthening coordination between the Sustainable Development Committee and the Audit and Risk Supervision Committee in overseeing sustainability information.  
• Committee functioning: encourage advance preparation for meetings, including the prior submission of questions.