Board of Directors and Committees

1. The primordial function of the Audit and Sustainability Committee is to serve as an instrument and provide support to the Board of Directors in supervising the accounting, financial and non-financial information, best practice in sustainability of the corporate social responsibility in environmental and social matters, the internal and external audit services and risk management.
   Moreover, the main function of the Committee will be to inform the General Meeting of Shareholders on issues raised by shareholders at meetings that fall within its remit and inform the Board of Directors of structural and corporate modification operations the Company plans to carry out and, in particular, the proposed exchange equation.

2. In order to perform its function, the Committee will have the following powers, notwithstanding any others established in the legislation in force and in the articles of association or entrusted to it by the Board of Directors:

   1. In relation to the information and internal control systems:

      1. Periodically review and oversee the effectiveness of internal control systems and the management of financial and non-financial risks relating to the Company and its group, including operational, technological, legal, social, environmental, political and reputational risk or risk related to corruption, so that the main risks are identified, quantified, managed and duly publicised.

      2. Discuss the significant weaknesses of the internal control system detected in the course of the audit with the auditor, without compromising its independence, preparing any recommendations or proposals for the Board of Directors together with a timeframe for follow-up.

      3. Establish and supervise a mechanism that enables employees and other persons related to the Company, such as Directors, shareholder, suppliers, contractors or subcontractors, to notify potentially significant irregularities, including financial and accounting ones, or of any other kind, related to the Company that they notice in the same or in its group. This mechanism will guarantee confidentiality and, in any event, envisage scenarios in which communications can be made anonymously, respecting the rights of the whistle-blower and the reported person.

      4. Ensure that the risk control and management policy identifies or determines at least:

         1. The different types of financial and non-financial risk (operational, technological, legal, social, environmental, political and reputational, including those related to corruption, among others) faced by CAER, with the financial or economic risks including contingent liabilities and other off-balance sheet risks.

         2. A risk control and management model based on different levels, which will include a specialist risk committee when the sector-specific rules so envisage or the company deems it advisable.

         3. The level of risk that CAER considers acceptable.

         4. The measures envisaged to mitigate the impact of the risks identified, in the event they materialise.

         5. The information and internal control systems that will be used to control and manage such risks, including contingent liabilities and other off-balance sheet risks.

      5. Ensure in general that the policies and systems established with regard to internal control are applied effectively in practice.
   2. In relation to risk control and management: under the direct supervision of the Audit and Sustainability Committee there will be an internal risk control and management function, responsible for at least the following functions:
      1. Ensuring proper operation of the risk control and management systems, in particular, that they duly identify, manage and quantify all important risks the Company is facing.
      2. Participating actively in the preparation of the risk strategy and in the important decisions on management of the same.
      3. Ensuring that the risk control and management systems mitigate the risks adequately in the context of the policy defined by the board of directors.
   3. In relation to the external auditor:

      1. To propose to the Board of Directors, for submission to the General Meeting of Shareholders, the selection, appointment, re-election or replacement of the auditors, taking responsibility for the selection process in accordance with the applicable regulations, as well as the hiring conditions and obtaining regular information from the auditor on the audit plan and execution of the same, in addition to preserving its independence in the exercise of its functions.

      2. To inform the General Meeting of Shareholders of the issues raised at meetings by the shareholders that fall within its remit and, in particular, on the outcome of the audit, explaining how it has contributed to the integrity of the financial information and the role played by the Audit and Sustainability Committee in this process.

      3. To establish the appropriate relations with the auditors in order to receive information on those issues that may jeopardise their independence, to be examined by the Audit and Sustainability Committee, and any others related to the audit process and, where appropriate, the authorisation of services other than those prohibited, in the terms envisaged in the applicable regulations, as well as those other communications envisaged in the legislation on auditing and other audit rules. In any event, each year the Audit and Sustainability Committee will receive written confirmation from the auditors of their independence from the Company and any directly or indirectly related entities, as well as detailed and individualised information of the additional services of any kind provided and the corresponding fees received by these entities or by the external auditor or by any related entities or persons, in accordance with the provisions of the legislation on auditing.

      4. To issue, prior to the publication of the audit report, an annual report expressing an opinion on whether the independence of the auditors or audit companies has been compromised. This report will, in any event, address the provision of additional services to those mentioned in the foregoing paragraph, considered individually and on aggregate, other than the legal audit and in relation to the regime of independence or the regulations governing auditing.

      5. In the event of the resignation of the external auditor, examine the circumstances behind it.

      6. To ensure that the remuneration of the external auditor for its work does not compromise its quality or independence.

      7. To ensure that the Company notifies the CNMV of a change of auditor and does so with a declaration on the potential existence of disagreements with the outgoing auditor and the content of the same, as the case may be.

      8. To ensure that the external auditor holds an annual meeting with the plenary session of the Board of Directors to inform it of the work carried out and the evolution of the Company’ accounting and risk situation.

      9. To serve as a channel for communication between the Board of Directors and the external auditors, assessing the outcome of each audit and the replies of the management team to its recommendations, and mediate and arbitrate in the case of disagreements between the two in relation to the principles and criteria applied in the preparation of the financial statements;

      10. To ensure that the Company and the external auditor respect the rules in force on the provision of services other than auditing, the limits on the concentration of the auditor’s business and, in general, any other rules on the independence of auditors. 

      11. To encourage the auditor of the group to assume responsibility for auditing the companies that comprise it.

   4. In relation to the internal audit:
      1. To supervise the internal audit that will ensure the proper operation of the information and internal control systems. In this regard, the person responsible for the internal audit function will depend functionally on the chairperson of the Audit and Sustainability Committee.
      2. To propose to the Board of Directors the selection, appointment and removal of the person responsible for the internal audit service, participate in determining the variable components of his/her remuneration and evaluate his/her performance annually.
      3. To approve and supervise the annual plan of work of the internal audit service, ensuring that its activity is mainly focussed on the relevant risks, including reputational risk; receive periodic information on its activities, including possible incidents and limits to its scope arising in the course of its execution, the results and the following-up of its recommendations; and receive a report on its activities at the end of each financial year and a plan of action to correct any deficiencies observed.
      4. To verify that the management team of the Company has regard to the conclusions and recommendations of the activities reports of the internal audit services.
      5. To supervise the internal audit services of CAER and its group, approving the annual budget for the department and scrutinising the selection and hiring processes for internal audit personnel.
      6. To ensure the independence of the unit that assumes the internal audit function.
   5. In relation to the Financial and non-financial information:
      1. To supervise and evaluate the preparation process, integrity and market presentation of the mandatory financial and non-financial information on CAER and its group, both annual and interim, revising compliance with regulatory requirements, the appropriate delimitation of the consolidation perimeter and the proper application of accounting criteria, and raise its reports to the Board of Directors in this regard as well as, when appropriate, present recommendations or proposals designed to safeguard its integrity, including considering the advisability of an audit or limited review by the externa auditor of financial information other than the annual one.
      2. In those cases in which the auditor has included a qualification in the annual accounts submitted for the approval of the General Meeting of Shareholders, clearly explain the Committee’s opinion at the General Meeting and ensure that a summary of that opinion is published together with the announcement of the General Meeting.
      3. To revise the financial and non-financial information published on the Company’s corporate website, ensuring that it is permanently updated and matches that prepared by the directors.
   6. In relation to supervision of compliance with the policies and rules on sustainability in environmental, social and corporate governance terms, as well as the internal and business codes of conduct:
      1. To identify and guide the Sustainability and corporate social responsibility policies, rules, commitments, objectives, strategy and best practice of the Group on environmental and social issues, which will have the minimum content envisaged in the Code of Good Governance for Listed Companies.
      2. To ensure that Company practices in environmental and social matters are in line with the strategy and policies set.
      3. To identify and guide the policies and rules on corporate governance before they are raised to the Board of Directors.
      4. To supervise compliance with the policies and rules on corporate governance and the internal rules of conduct applicable to the Company and its group, ensuring that the corporate culture is in line with its purpose and values.
      5. To inform on related-party transactions to be approved by the General Meeting the Board of Directors, and supervise the internal procedure established by the Company for those whose approval has been delegated in accordance with the law.
      6. To supervise the application of the general communication policy with regard to the reporting economic-financial, non-financial and corporate information, as well as communication and contact with shareholders and investors, proxy advisors and other stakeholders. In particular, communication and relations with small and medium-sized shareholders will be monitored. Evaluation of the relationship processes with the different stakeholders.
      7. The periodic evaluation and review of the system of corporate governance and of the policies and rules on environmental and social matters in the Company and its group, so that they perform the task of promoting the Company’s interest and take into account, as appropriate, the legitimate interests of the other stakeholders.
      8. To ensure compliance with these Regulations, the Regulations of the General Meeting of Shareholders and the Internal Code of Conduct of the Securities Markets and, in general, all CAER’s rules of governance, making the necessary proposals for improvement of the same.
   7. Specifically in relation to the Framework Agreement, and notwithstanding the terms of section f) above:
      1. To inform the Board of Directors or General Meeting of Shareholders of CAER, depending which body is competent, in advance, in order to decide on related-party transactions between Acciona and the Company, or between any of the companies in their respective groups. In particular, inform on their reasonability, giving an account of the methods on which the assessment is based and the criteria used.
      2. To inform the Board of Directors of CAER in advance on any sections of the periodic public information and the annual corporate governance report of CAER that refer to the Framework Agreement and the related-party transactions between the Acciona Group and the Company’s group.
      3. To inform the Board of Directors in advance of situations in which the business opportunities of Group companies and of the Acciona Group coincide and monitor compliance with the terms of the Framework Agreement in this regard.
      4. To periodically inform the Board of Directors on compliance with the Framework Agreement, and, occasionally, on any proposal to amend the Framework Agreement, or on any proposed settlements designed to resolve differences arising between the signatories in relation to application of the same. The Audit and Sustainability Committee can ask the Acciona Group and the Company’s group for all information necessary for the purpose of performing its duties in relation to the Framework Agreement.
   8. In relation to other functions: 
      1. To be informed of structural and corporate modification operations the Company plans to carry out for analysis and prior reporting to the Board of Directors on their financial conditions and accounting impact and, in particular, on the proposed exchange equation.
      2. To inform in advance of the creation or acquisition of holdings in special purpose entities or entities domiciled in countries or territories that are considered tax havens, as well as any other transactions or operations of a similar nature that, due to their complexity, could undermine the transparency of the group.

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 CAER, 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.