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Board member and position First appointment Last appointment Condition Mr. José manuel entrecanales domecq Chairman 26/05/2021 01/06/2023

PROPIETARY

Proprietary directors appointed upon Acciona’s proposal
Mr. rafael mateo alcalá Chief Executive Officer 26/05/2021 01/06/2023 EXECUTIVE mr. Juan ignacio entrecanales franco Member 26/05/2021 01/06/2023

PROPIETARY

Proprietary directors appointed upon Acciona’s proposal
MS. Sonia Dulá Member 26/05/2021 01/06/2023

PROPIETARY

Proprietary directors appointed upon Acciona’s proposal
MR. Juan Luis López Cardenete Member 26/05/2021 01/06/2023 Independent

Corporación Acciona Energías Renovables, S.A. , in accordance with its own Articles of Association, Rules governing the Board of Directors and Board of Directors composition policy, complies with Art. 529 duodecies of the Royal Legislative Decree 1/2010, of 2 July, which approves the Consolidated Text of the Spanish Capital Companies Act, regarding the criteria followed for the selection and appointment of independent directors, which is transcribed below:

Directors are considered to be independent who, having been appointed based on their personal and professional capacities, are able to discharge their duties without being influenced by their relationships with the company or its group, its significant shareholders or its managers.

Persons who are in any of the below situations may by no means be considered independent directors:

a) Persons who have been employees or executive directors of companies of the group, unless 3 or 5 years, respectively, have elapsed since the end of that relationship.

b) Persons who receive from the company or from its same group any amount or benefit for any item other than the remuneration as director, unless it is not significant for the director.

For the purposes of this letter the dividends or pension supplements that the director receives due to his previous professional or employment relationship will not be taken into account, as long as this type of supplements are not of an unconditional nature and, as a result, the company that pays them cannot suspend, modify or revoke their accrual at its discretion without need of failure to perform their obligations.

c) Persons who are or have been during the last 3 years partners of the external auditor or responsible for the audit report, whether it is a case of the audit during this period of the listed company or any other company of its group.

d) Persons who are executive directors or senior managers of a different company in which some executive director or senior manager of the company is external director.

e) Persons who maintain or have maintained in the last year a significant business relationship with the company or with any company of its group, whether it be in own name or as significant shareholder, director or senior manager of an entity that maintains or had maintained this relationship. Business relationships are considered to include those of supplier of goods or services, including financial services and relationships of adviser or consultant.

f) Persons who are significant shareholders, executive directors or senior managers of an entity that receives, or has received during the last 3 years, donations from the company or from its group.

Not included under this letter are persons who are merely trustees of a foundation that receives donations.

g) Persons who are spouses, persons bound by an analogous relationship of affection or family members up to the second degree of an executive director or senior manager of the company.

h) Persons who have not been proposed by the appointments commission either for appointment or renewal.

i) Persons who have been directors during a continuous period greater than 12 years.

j) Persons who are in one of the specific cases indicated under letters a), e), f) or g) above with some significant shareholder or person represented on the board. In the case of the family relationship indicated under letter g), the restriction will apply not only to the shareholder, but also to his proprietary directors in the investee company.

The proprietary directors who lose this status as a result of the sale of their stake by the shareholder whom they represented may only be re-elected as independent directors if the shareholder whom they represented until that moment has sold all his shares in the company. A director who owns stock in the company may have the status of independent as long as he meets all conditions set forth in this Article and, in addition, as long as his stake is not significant.

MR. Alejandro Mariano Werner Wainfeld Member 26/05/2021 01/06/2023 INDEPENDENT

Corporación Acciona Energías Renovables, S.A. , in accordance with its own Articles of Association, Rules governing the Board of Directors and Board of Directors composition policy, complies with Art. 529 duodecies of the Royal Legislative Decree 1/2010, of 2 July, which approves the Consolidated Text of the Spanish Capital Companies Act, regarding the criteria followed for the selection and appointment of independent directors, which is transcribed below:

Directors are considered to be independent who, having been appointed based on their personal and professional capacities, are able to discharge their duties without being influenced by their relationships with the company or its group, its significant shareholders or its managers.

Persons who are in any of the below situations may by no means be considered independent directors:

a) Persons who have been employees or executive directors of companies of the group, unless 3 or 5 years, respectively, have elapsed since the end of that relationship.

b) Persons who receive from the company or from its same group any amount or benefit for any item other than the remuneration as director, unless it is not significant for the director.

For the purposes of this letter the dividends or pension supplements that the director receives due to his previous professional or employment relationship will not be taken into account, as long as this type of supplements are not of an unconditional nature and, as a result, the company that pays them cannot suspend, modify or revoke their accrual at its discretion without need of failure to perform their obligations.

c) Persons who are or have been during the last 3 years partners of the external auditor or responsible for the audit report, whether it is a case of the audit during this period of the listed company or any other company of its group.

d) Persons who are executive directors or senior managers of a different company in which some executive director or senior manager of the company is external director.

e) Persons who maintain or have maintained in the last year a significant business relationship with the company or with any company of its group, whether it be in own name or as significant shareholder, director or senior manager of an entity that maintains or had maintained this relationship. Business relationships are considered to include those of supplier of goods or services, including financial services and relationships of adviser or consultant.

f) Persons who are significant shareholders, executive directors or senior managers of an entity that receives, or has received during the last 3 years, donations from the company or from its group.

Not included under this letter are persons who are merely trustees of a foundation that receives donations.

g) Persons who are spouses, persons bound by an analogous relationship of affection or family members up to the second degree of an executive director or senior manager of the company.

h) Persons who have not been proposed by the appointments commission either for appointment or renewal.

i) Persons who have been directors during a continuous period greater than 12 years.

j) Persons who are in one of the specific cases indicated under letters a), e), f) or g) above with some significant shareholder or person represented on the board. In the case of the family relationship indicated under letter g), the restriction will apply not only to the shareholder, but also to his proprietary directors in the investee company.

The proprietary directors who lose this status as a result of the sale of their stake by the shareholder whom they represented may only be re-elected as independent directors if the shareholder whom they represented until that moment has sold all his shares in the company. A director who owns stock in the company may have the status of independent as long as he meets all conditions set forth in this Article and, in addition, as long as his stake is not significant.

ms. María Salgado Madriñán Member 26/05/2021 01/06/2023

PROPIETARY

Proprietary directors appointed upon Acciona’s proposal
MR. Rosauro Varo Rodríguez Member 26/05/2021 01/06/2023 INDEPENDENT

Corporación Acciona Energías Renovables, S.A. , in accordance with its own Articles of Association, Rules governing the Board of Directors and Board of Directors composition policy, complies with Art. 529 duodecies of the Royal Legislative Decree 1/2010, of 2 July, which approves the Consolidated Text of the Spanish Capital Companies Act, regarding the criteria followed for the selection and appointment of independent directors, which is transcribed below:

Directors are considered to be independent who, having been appointed based on their personal and professional capacities, are able to discharge their duties without being influenced by their relationships with the company or its group, its significant shareholders or its managers.

Persons who are in any of the below situations may by no means be considered independent directors:

a) Persons who have been employees or executive directors of companies of the group, unless 3 or 5 years, respectively, have elapsed since the end of that relationship.

b) Persons who receive from the company or from its same group any amount or benefit for any item other than the remuneration as director, unless it is not significant for the director.

For the purposes of this letter the dividends or pension supplements that the director receives due to his previous professional or employment relationship will not be taken into account, as long as this type of supplements are not of an unconditional nature and, as a result, the company that pays them cannot suspend, modify or revoke their accrual at its discretion without need of failure to perform their obligations.

c) Persons who are or have been during the last 3 years partners of the external auditor or responsible for the audit report, whether it is a case of the audit during this period of the listed company or any other company of its group.

d) Persons who are executive directors or senior managers of a different company in which some executive director or senior manager of the company is external director.

e) Persons who maintain or have maintained in the last year a significant business relationship with the company or with any company of its group, whether it be in own name or as significant shareholder, director or senior manager of an entity that maintains or had maintained this relationship. Business relationships are considered to include those of supplier of goods or services, including financial services and relationships of adviser or consultant.

f) Persons who are significant shareholders, executive directors or senior managers of an entity that receives, or has received during the last 3 years, donations from the company or from its group.

Not included under this letter are persons who are merely trustees of a foundation that receives donations.

g) Persons who are spouses, persons bound by an analogous relationship of affection or family members up to the second degree of an executive director or senior manager of the company.

h) Persons who have not been proposed by the appointments commission either for appointment or renewal.

i) Persons who have been directors during a continuous period greater than 12 years.

j) Persons who are in one of the specific cases indicated under letters a), e), f) or g) above with some significant shareholder or person represented on the board. In the case of the family relationship indicated under letter g), the restriction will apply not only to the shareholder, but also to his proprietary directors in the investee company.

The proprietary directors who lose this status as a result of the sale of their stake by the shareholder whom they represented may only be re-elected as independent directors if the shareholder whom they represented until that moment has sold all his shares in the company. A director who owns stock in the company may have the status of independent as long as he meets all conditions set forth in this Article and, in addition, as long as his stake is not significant.

MS. María Fanjul Suárez Member 26/05/2021 01/06/2023 INDEPENDENT

Corporación Acciona Energías Renovables, S.A. , in accordance with its own Articles of Association, Rules governing the Board of Directors and Board of Directors composition policy, complies with Art. 529 duodecies of the Royal Legislative Decree 1/2010, of 2 July, which approves the Consolidated Text of the Spanish Capital Companies Act, regarding the criteria followed for the selection and appointment of independent directors, which is transcribed below:

Directors are considered to be independent who, having been appointed based on their personal and professional capacities, are able to discharge their duties without being influenced by their relationships with the company or its group, its significant shareholders or its managers.

Persons who are in any of the below situations may by no means be considered independent directors:

a) Persons who have been employees or executive directors of companies of the group, unless 3 or 5 years, respectively, have elapsed since the end of that relationship.

b) Persons who receive from the company or from its same group any amount or benefit for any item other than the remuneration as director, unless it is not significant for the director.

For the purposes of this letter the dividends or pension supplements that the director receives due to his previous professional or employment relationship will not be taken into account, as long as this type of supplements are not of an unconditional nature and, as a result, the company that pays them cannot suspend, modify or revoke their accrual at its discretion without need of failure to perform their obligations.

c) Persons who are or have been during the last 3 years partners of the external auditor or responsible for the audit report, whether it is a case of the audit during this period of the listed company or any other company of its group.

d) Persons who are executive directors or senior managers of a different company in which some executive director or senior manager of the company is external director.

e) Persons who maintain or have maintained in the last year a significant business relationship with the company or with any company of its group, whether it be in own name or as significant shareholder, director or senior manager of an entity that maintains or had maintained this relationship. Business relationships are considered to include those of supplier of goods or services, including financial services and relationships of adviser or consultant.

f) Persons who are significant shareholders, executive directors or senior managers of an entity that receives, or has received during the last 3 years, donations from the company or from its group.

Not included under this letter are persons who are merely trustees of a foundation that receives donations.

g) Persons who are spouses, persons bound by an analogous relationship of affection or family members up to the second degree of an executive director or senior manager of the company.

h) Persons who have not been proposed by the appointments commission either for appointment or renewal.

i) Persons who have been directors during a continuous period greater than 12 years.

j) Persons who are in one of the specific cases indicated under letters a), e), f) or g) above with some significant shareholder or person represented on the board. In the case of the family relationship indicated under letter g), the restriction will apply not only to the shareholder, but also to his proprietary directors in the investee company.

The proprietary directors who lose this status as a result of the sale of their stake by the shareholder whom they represented may only be re-elected as independent directors if the shareholder whom they represented until that moment has sold all his shares in the company. A director who owns stock in the company may have the status of independent as long as he meets all conditions set forth in this Article and, in addition, as long as his stake is not significant.

MS. Teresa Quirós Álvarez Member 01/06/2023 01/06/2023 INDEPENDIENT

Corporación Acciona Energías Renovables, S.A. , in accordance with its own Articles of Association, Rules governing the Board of Directors and Board of Directors composition policy, complies with Art. 529 duodecies of the Royal Legislative Decree 1/2010, of 2 July, which approves the Consolidated Text of the Spanish Capital Companies Act, regarding the criteria followed for the selection and appointment of independent directors, which is transcribed below:

Directors are considered to be independent who, having been appointed based on their personal and professional capacities, are able to discharge their duties without being influenced by their relationships with the company or its group, its significant shareholders or its managers.

Persons who are in any of the below situations may by no means be considered independent directors:

a) Persons who have been employees or executive directors of companies of the group, unless 3 or 5 years, respectively, have elapsed since the end of that relationship.

b) Persons who receive from the company or from its same group any amount or benefit for any item other than the remuneration as director, unless it is not significant for the director.

For the purposes of this letter the dividends or pension supplements that the director receives due to his previous professional or employment relationship will not be taken into account, as long as this type of supplements are not of an unconditional nature and, as a result, the company that pays them cannot suspend, modify or revoke their accrual at its discretion without need of failure to perform their obligations.

c) Persons who are or have been during the last 3 years partners of the external auditor or responsible for the audit report, whether it is a case of the audit during this period of the listed company or any other company of its group.

d) Persons who are executive directors or senior managers of a different company in which some executive director or senior manager of the company is external director.

e) Persons who maintain or have maintained in the last year a significant business relationship with the company or with any company of its group, whether it be in own name or as significant shareholder, director or senior manager of an entity that maintains or had maintained this relationship. Business relationships are considered to include those of supplier of goods or services, including financial services and relationships of adviser or consultant.

f) Persons who are significant shareholders, executive directors or senior managers of an entity that receives, or has received during the last 3 years, donations from the company or from its group.

Not included under this letter are persons who are merely trustees of a foundation that receives donations.

g) Persons who are spouses, persons bound by an analogous relationship of affection or family members up to the second degree of an executive director or senior manager of the company.

h) Persons who have not been proposed by the appointments commission either for appointment or renewal.

i) Persons who have been directors during a continuous period greater than 12 years.

j) Persons who are in one of the specific cases indicated under letters a), e), f) or g) above with some significant shareholder or person represented on the board. In the case of the family relationship indicated under letter g), the restriction will apply not only to the shareholder, but also to his proprietary directors in the investee company.

The proprietary directors who lose this status as a result of the sale of their stake by the shareholder whom they represented may only be re-elected as independent directors if the shareholder whom they represented until that moment has sold all his shares in the company. A director who owns stock in the company may have the status of independent as long as he meets all conditions set forth in this Article and, in addition, as long as his stake is not significant.

Vacant MR. Jorge Vega-Penichet Secretary (Non-Director) 26/05/2021 26/05/2021 Secretary (Non-Director)
Skill matrix of the Board of Directors

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.

Board of Directors' Regulations PDF 814KB

 

 

 

 

BOARD OF DIRECTORS COMPOSITION POLICY OF CORPORACIÓN ACCIONA ENERGÍAS RENOVABLES, S.A. PDF 814KB

COMPOSITION OF THE AUDIT AND SUSTAINABILITY COMMITTEE:

  • Ms. María Fanjul Suárez (Chairperson).
  • Mr. Alejandro Werner (Member).
  • Ms. Teresa Quirós Alvárez (Member).
  • Ms. Sonia Dulá (Member).
A efectos de lo dispuesto en el apartado 3.d) de la Disposición Adicional Tercera de la Ley 22/2015, de 20 de julio, de Auditoría de Cuentas, se informa de que la Comisión de Auditoría y Sostenibilidad de CORPORACIÓN ACCIONA ENERGÍAS RENOVABLES, S.A. (“ACCIONA ENERGÍA”) ha asumido respecto a la sociedad dependiente, ACCIONA ENERGÍA FINANCIACIÓN FILIALES, S.A. (Sociedad Unipersonal) (“AEFF”), en su condición de Entidad de Interés Público, las funciones previstas en la citada norma de contar con una Comisión de Auditoría con la composición y funciones previstas por el artículo 529 quaterdecies del texto refundido de la Ley de Sociedades de Capital.

La Comisión de Auditoría y Sostenibilidad de ACCIONA ENERGÍA considera adecuado asumir esta obligación, prevista para la filial AEFF, ya se trata de funciones que indirectamente esta Comisión ya viene asumiendo a través de las funciones de supervisión y evaluación de los Estados Financieros consolidados del grupo y su financiación. Asimismo, contar con esta nueva Comisión, con todos los requisitos que para la misma prevé la Ley de Sociedades de Capital supondría un incremento de costes y estructura innecesarios, dado principalmente el carácter de sociedad íntegramente participada que tiene la sociedad ACCIONA ENERGÍA FINANCIACIÓN FILIALES, S.A.
Regulations of the Audit and Sustainability Committee SKILLS MATRIX OF THE AUDIT AND SUSTAINABILITY COMMITTEE

Members of the Appointments and Remuneration Committee

  • Mr. Juan Luis López Cardenete (Chairperson).
  • Mr. Rosauro Varo Rodríguez (Member).
  • Ms. María Salgado Madriñán (Member).
  • Vacant.
Regulations of the Appointments and Remuneration Committee SKILLS MATRIX OF THE APPOINTMENTS AND REMUNERATION COMMITTEE