Board of Directors and Committees

The basic duty of the Audit and Sustainability 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 and Sustainability 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 and Sustainability 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.
• It will have the basic responsibilities in terms of sustainability.

Members of Audit and Sustainability Committee

• Mr. Javier Sendagorta Gómez del Campillo (Chairman).
• Ms. Jerónimo Marcos Gerard Rivero (Member).
• Ms. María Dolores Dancausa Treviño (Member).
• Mr. Sonia Dulá (Member).
• Mr. Daniel Entrecanales Domecq (Member).

Notwithstanding any other task the Board of Directors may entrust to it, the Committee will have the following responsibilities:

1. In relation to the directors:
   1. To formulate and review the criteria to be followed for the composition of the Board of Directors, proposing to the Board of Directors the approval of a policy on the composition of the Board, verifying annually compliance with the policy on the composition of the same, reporting on it in the annual corporate governance report.
   2. To assess the abilities, knowledge and experience necessary on the Board of Directors. To that end, it will draw up a matrix with the necessary abilities, updating it periodically in line with the challenges and opportunities the Company faces in the short, medium and long term, will define the functions and aptitudes required of candidates to fill each vacancy, and assess the time and dedication needed for them to be able to properly perform their duties.
   3. To refer to the Board of Directors the proposals for the appointment of independent directors through the co-optation procedure or for submission to the General Meeting of Shareholders as well as proposals for the re-election or removal of such directors by the General Meeting of Shareholders.
   4. To inform on proposals to appoint the other directors through the co-optation procedure or for submission to the General Meeting of Shareholders as well as proposals for the re-election or removal of such directors by the General Meeting of Shareholders.
   5. To ensure that selection procedures are not affected by implicit biases that hinder the appointment of directors on grounds of personal circumstances, as well as establishing a representation target for the less represented gender on the Board of Directors, and preparing guidelines on how to attain that objective.
   6. To inform in advance of proposals to remove directors that the Board of Directors submits to the General Meeting of Shareholders prior to the end of the statutory term of duration of their appointment with just cause.
   7. To examine or organise, in the manner it deems suitable, the succession of the Chairperson and the chief executive, consulting with the two and with the Coordinating Director, if there is one, and, where appropriate, make proposals to the Board so that the transfer proceeds in an orderly and well-planned manner.
   8. To propose to the Board of Directors the directors to be designated as Chairperson, Chief Executive Officer and members of the Executive Committee, if applicable, and of each of the Committees. To establish the conditions that must be met by the Chairperson of the Board in the performance of his/her duties.
   9. To be aware of the directors' other professional obligations in order to ensure that they do not interfere in the dedication required for performing their duties of office, informing the candidate on what is expected in terms of dedication.
   10. To propose to the board of directors the directors’ remuneration policy, as well as the individual remuneration and other contract conditions of the executive directors, ensuring it is observed.
   11. To revise the conditions of the contracts of the executive directors to verify their consistency with the directors’ remuneration policy;
   12. To periodically revise the remuneration policy applied to directors, including share remuneration systems and application thereof, weighing up their appropriateness and benefits, as well as guaranteeing that the individual remuneration is proportionate to what other directors are paid. The interpretation and resolution of conflicts of interest that, if applicable, may arise in relation to the application and revision of the Remuneration Policy;
   13. To verify the information concerning directors’ remuneration as contained in the different corporate documents, including the annual and six-monthly financial reports, the annual corporate governance report and the annual report on directors' remuneration.
2. In relation to the Management Team:
   1. To prepare and revise the criteria to be followed for the selection of the management team of ACCIONA, proposing measures to the Board of Directors designed to ensure the Company has a significant number of female senior managers.
   2. To inform of appointments and removals of senior managers that the CEO proposes to the Board.
   3. To propose to the Board of Directors the basic conditions of the management team’s contracts, as well as ensuring they are observed by the Company.
   4. To periodically review the remuneration applied to the management team, including share remuneration systems and application thereof, as well as ensuring that individual remuneration is proportionate to that paid to the other members of the management team.
   5. To verify the information on directors’ remuneration contained in the different corporate documents, including the annual and six-monthly financial reports and the annual corporate governance report.
3. In relation to other functions:
   1. To inform on the appointment and removal of the Secretary and Vice-secretary of the Board of Directors.
   2. To refer its report in relation to the annual assessment of the operation of the Board of Directors.
   3. To verify the independence of the external consultant responsible for the annual assessment of the Board of Directors and its Committees and ensure the independence of any other external advice provided to the Committee on matters falling within its remit.

Members of Appointments and Remuneration Committee

• Mr. Karen Christiana Figueres Olsen (Chairman).
• Ms. José María Pacheco Guardiola (Member).
• Ms. Maite Arango García-Urtiaga (Member).
• Mr. Carlo Clavarino (Member).
• Mr. Javier Entrecanales Franco (Member).