Board of Directors and Committees

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).

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).

Members of the Sustainability Committee

• Mr. Daniel Entrecanales Domecq (Chairman).
• Mr. Javier Entrecanales Franco (Member).
• Mr. José María Pacheco Guardiola (Member).