Diversity Policy

This is how we establish the composition of the Board of Directors and select board members.

Scope of application

This Policy will be applicable to every selection of candidates to the post of Director of Repsol. We will favor candidates for Company Director that are individuals. However, in the case of candidates that are legal entities, this Policy is also applicable to the individuals representing them.

Mesa y sillas vacías en sala de reuniones

Selection process

Notwithstanding the right of proportional representation stated in the Companies Act, the selection process of candidates will start with a prior analysis carried out by the Nomination Committee regarding the needs of the company and the skills, expertise and experience required on the Board, considering the commitment of the Board of Directors to promote diversity in its composition. After a prior analysis of the competencies required by the Board of Directors, the Nomination Committee will define the duties and abilities sought for in candidates to fill any vacancy and will also assess the time and dedication required to perform adequately their duties.

Notwithstanding the provisions of this Policy regarding the guidelines applicable to the selection process for Board Members, the diversity criteria will be chosen according to the nature and complexity of the businesses developed by the Group, as well as the social and environmental context in which it is involved. In addition, other criteria may be taken into consideration depending on the needs of the Board of Directors.

Any Director may suggest candidates for the post of Director provided that they meet the requirements established in this Policy. However, the Nomination Committee will be responsible for forwarding to the Board of Directors any proposals for the appointment and re-election of independent External Directors and for informing the Board of Directors on appointments and re-election proposals of Proprietary External Directors and Executive Directors. The Company may also rely on the cooperation of external advisers not only for the prior assessment about the needs of the Group, but also for the validation or proposal of candidates. The selection process will be carried out according to the following guidelines:

In addition to the fulfillment of the requirements provided under section 4 of this Policy, the candidates shall be persons whose appointment favors the diversity of capabilities, knowledge, experience, nationalities, age, and gender within the Board of Directors to ensure a diverse and balanced composition of the Board as a group, which enhances the decision-making process and contributes to the discussion of the issues within its competence.
The Nomination Committee will ensure that the selection process is free from any implied bias entailing any kind of discrimination on the basis of, inter alia, gender, ethnic origin, age, or disability. In particular, it will make a conscious effort to include females with the target profile among the potential Board candidates, aiming to ensure that the number of female Directors represent at least 40% of the total members of the Board of Directors by the end of 2022.
Prior to submitting the proposal to appoint an Independent Director, the Nomination Committee shall confirm that the candidate complies with all the requirements provided in the Law, the Bylaws, and in the Board of Directors Regulations

Conditions to be met by the candidates

The candidate for the post of Director of the Company must be a reputable and qualified person widely recognized for their expertise, possessing the knowledge and professional experience to perform their duties adequately and having the necessary availability for the development of such functions.

In particular, they must be irreproachable professionals whose professional conduct and background is aligned with the principles set out in the Repsol Group’s Code of Ethics and Business Conduct and with the vision and values of the Company. As regards the incompatibility regime, the following individuals shall be ineligible as candidates:

Individuals meeting any of the incompatibility or disqualification criteria outlined by the Law, the Bylaws, or the regulations.
Any companies, entities, or individuals with a permanent conflict of interests with the Company, including rival companies and their Directors, executives, and employees and any individual related to or proposed by them.
Individuals or legal entities serving as directors in more companies than permitted under the provisions of the Regulations of the Board of Directors.