Boards of Directors

Board member and positionFirst appointmentLast appointmentCondition
Mr. José Manuel Entrecanales Domecq

Chairman

14/04/1997

30/05/2018

EXECUTIVE

Mr. Juan Ignacio Entrecanales Franco

Vice Chairman

14/04/1997

30/05/2018

EXECUTIVE

Mr. Daniel Entrecanales Domecq

Member

04/06/2009

30/05/2018

Proprietary

Appointing shareholder: Wit Europese Investering, BV

Mr. Javier Entrecanales Franco

Member

22/09/2011

30/05/2018

Proprietary

Appointing shareholder: Tussen de Grachten, BV

Ms. Ana Sainz de Vicuña Bemberg

Member

11/06/2015

30/05/2018

Independent
Mr. Juan Carlos Garay Ibargaray

Member

06/06/2013

30/05/2019

Independent

Lead Idependent Director

Ms. Karen Christiana Figueres Olsen

Member

18/05/2017

28/05/2020

Independent
Mr. Jerónimo Marcos Gerard Rivero

Member

24/06/2014

28/05/2020

Independent
Mr. Javier Sendagorta Gómez del Campillo

Member

30/05/2018

30/05/2018

Independent
Mr. José María Pacheco Guardiola

Member

30/05/2018

30/05/2018

Independent
Ms. Sonia Dulá

Member

30/05/2019

30/05/2019

Independent
Mr. Jorge Vega-Penichet

Secretary (Non-Director)

22/03/2006

23/03/2006

SECRETARY NON DIRECTOR

This is translation of a duly approved Spanish-language document, and is provided for informational purposes only. In the event of any discrepancy between the text of this translation and the text of the original Spanish-language document which this translation is intended to report, the text of the original Spanish-language shall prevail.

Committees

Audit Committee

The basic duty of the Audit Committee is to serve as an instrument of, and provide support to, the Board of Directors in the supervision of accounting and financial information, the internal and external audit services and corporate governance.

The Audit Committee has the following powers for the discharge of its duties, without prejudice to any other powers which may be delegated to it by the Board of Directors:

  • To answer any questions raised at the General Meeting within the scope of its competency.
  • To make proposals to the Board of Directors for submission to the General Meeting regarding the appointment of the external Auditor as referred to in article 204 of the Spanish Corporations Law, as well as the conditions of his/her employment, the scope of his/her professional mandate and the revocation or extension of that mandate.
  • To supervise the internal audit services.
  • To have knowledge of the process of financial reporting and the internal control systems and to ensure compliance with legal requirements and the correct application of generally-accepted accounting principles.
  • To liaise with the external auditor to receive information regarding issues which might jeopardize the independence of same and any others involved in the audit process, and any other communications envisaged in the audit legislation and the technical standards for auditing.
  • To inform and advise the Board of Directors regarding compliance with corporate governance regulations and the codes of conduct applicable to the Company and its group.

In order to ensure optimum discharge of its duties, the Audit Committee is specifically entrusted to:

  • Revise the financial statements of Acciona and, if appropriate, of its group, before their publication;
  • Serve as a communication channel between the Board of Directors and the external auditor, evaluate the results of each audit and the management team's response to any recommendations, act as mediator in the event of any dispute between the former and the latter regarding the accounting principles and criteria used to prepare the financial statements;
  • Advise on any modifications suggested by management to the accounting principles and criteria;
  • Oversee compliance with the auditing contract, seeking to ensure that the opinion regarding the financial statements and the principal content of the Auditor's Report are written in a clear and concise manner;
  • Review the prospectuses, financial statements and periodic financial information supplied by ACCIONA to the financial markets and their supervisory bodies;
  • Monitor the suitability and integrity of ACCIONA's internal control systems;
  • Oversee the internal audit services of ACCIONA and its group, approve the department's annual budget, have knowledge of the internal audit plan, and supervise the selection and hiring systems used for internal audit personnel.
  • Advise on the appointment of the head of the internal audit department;
  • Gather information and, if necessary, issue a report regarding any disciplinary measures against members of ACCIONA's management team;
  • Oversee compliance with the legal requirements applicable to the corporate organization and operation of ACCIONA;
  • Ensure compliance with this Regulation, the Shareholders' Meeting Regulation, the Internal Code of Conduct in matters relating to the Securities Market and, in general, with ACCIONA's governance regulations, and make the necessary proposals for improvement.

Members of Audit Committee

  • Ms. Ana Sainz de Vicuña Bemberg (Chairman).
  • Mr. Juan Carlos Garay Ibargaray (Member).
  • Ms. Karen Christiana Figueres Olsen (Member).

Appointments and Remuneration Committee

Appointments and Remuneration Committee

The Appointments and Remuneration Committee has the following basic responsibilities, without prejudice to any other task assigned to it by the Board of Directors:

  • To formulate and review the criteria to be employed regarding the composition of the Board of Directors and the selection of candidates;
  • To advise on the Director appointment proposals made by the Board of Directors to the Shareholders' Meeting and the director appointment resolutions made by the Board of Directors by co-option;
  • To advise on the appointment of the Secretary and the Vice-Secretary to the Board of Directors;
  • To propose, to the Board, the directors to be designated as Chairman, Managing Director and as members of the Executive Commission and the other Commissions;
  • To formulate and review the criteria to be followed in appointing senior executives of ACCIONA;
  • To advise on the appointment or dismissal of senior executives who report directly to the Board of Directors or the Executive Commission;
  • To evaluate the annual remuneration system and amount paid to directors and senior executives;
  • To periodically review the variable remuneration programs, considering their suitability and results;
  • To ensure transparency in remunerations;
  • To be aware of transactions which imply or may imply a conflict of interest under the terms envisaged in this Regulation, including operations with significant shareholders, directors, senior executives or persons related to any of the foregoing; and specifically to approve any transactions outside the normal course of business of ACCIONA or in which a company over which ACCIONA exerts a significant influence is involved, or any undertaken other than in arm's-length conditions.

Members of Appointments and Remuneration Committee

  • Mr. Juan Carlos Garay Ibargaray (Chairman).
  • Mr. Javier Sendagorta Gómez del Campillo (Member).
  • Mr. Jerónimo Marcos Gerard Rivero (Member).

Sustainability Committee

Members of the Sustainability Committee

  • Mr. Daniel Entrecanales Domecq (Chairman).
  • Mr. Javier Entrecanales Franco (Member).
  • Mr. José María Pacheco Guardiola (Member).
For the purpose of Section 3.d) of the Third Additional Provision of Act 22/2015 of 20 July, on Auditing of Accounts, we report that the Audit Committee of ACCIONA, S.A., has assumed the functions as foreseen by the afore-mentioned regulation with respect to the subsidiary company, ACCIONA FINANCIACIÓN FILIALES, S.A., a new Public Interest Entity, to dispose of an Audit Committee with the structure and functions as foreseen in Article 529 quaterdecies of the amended Spanish Corporation Law.

Estrategia fiscal del grupo ACCIONA

El Consejo de Administración de ACCIONA, S.A. tiene atribuida, entre sus facultades indelegables, la determinación de la estrategia fiscal del Grupo con el objeto de crear valor para sus accionistas en lo que se refiere a la tributación global, definiendo la aproximación a los asuntos fiscales y el alineamiento con la estrategia de negocio del Grupo ACCIONA.