Sustainability Management and Governance System

Endesa's management and governance model ensures that sustainability issues are taken into account, involving all areas of the company through a definition of specific responsibilities in decision-making. 

The Board of Directors plays a central role in corporate management, ensuring oversight of sustainability either directly or through the Sustainability and Corporate Governance Committee established in 2020. At present, the Committee consists of three independent advisors and one executive advisor, with an equal gender representation. The president has been selected by the Board of Directors from the independent advisors serving on the Committee.

Each year, the Sustainability and Corporate Governance Committee establishes a work programme that includes specific objectives in relation to each of its functions and an annual schedule of meetings. The Committee meets in accordance with this schedule, as well as whenever called by its Chairman, when so decided by a majority of its members or at the request of the Board of Directors, with a minimum of four meetings per year.

This Committee is informed at all times of the latest domestic and international sustainability trends and regulations to promote the skills of its members and thereby guarantee the expertise of the highest governing body on these issues.

Board of Directors

The Board of Directors, through delegating the functions to the Sustainability and Corporate Governance Committee, is responsible for the following actions:

• To report on proposals to modify the purpose, vision and values of the company and ensuring that corporate culture is in line with these. 
• To periodically review the Company's policies with regard to sustainability, the environment and climate change. 
• To supervise and report to the Board of Directors, prior to its approval, on the Sustainability Plan or sustainability strategy and to periodically assess the degree of compliance with the defined objectives.
• To receive information on the incorporation and position of the Endesa Group in the most prestigious international sustainability indices.
• To review and monitor policies with regard to diversity and integration, equal opportunities and conciliation, ethics and conduct. - To monitor the Endesa Group's strategy for social action and its sponsorship and patronage plans, as well as the activities undertaken by the Endesa Foundation.
• To verify that the non-financial statement is adapted to the Endesa Group's Sustainability Plan, and that it includes information risks and the Company's objectives with regard to climate change.
• To report on and supervise compliance with the Company's and the Group's Corporate Governance Policy and any modifications made, as well as the rest of the Company's internal corporate policies and regulations included in the corporate governance system, except in matters that are the responsibility of other Committees.
• To supervise compliance with the company's corporate governance regulations, where these fall within its responsibilities, and periodically evaluate the suitability of the corporate governance system, in order to fulfil its mission of promoting social interest, taking into account, where appropriate, the legitimate interests of all stakeholders.
• To issue a report on the content of the Annual Corporate Governance Report before it is approved by the Board of Directors.
• To assess compliance with the good governance recommendations applicable to the Company, as well as decisions that may have an impact on their monitoring.

Audit and Compliance Committee

The Audit and Compliance Committee is responsible for:

• Supervising and evaluating the process of preparing and submitting the Company's mandatory financial and non-financial reporting and submitting recommendations or proposals to the Board of Directors w  with the aim of safeguarding its integrity.
• Supervising the effectiveness of internal controls over the Company's financial and non-financial reporting, which must include receiving reports from those responsible for internal control and internal audit and drawing conclusions about the system's confidence and reliability level, and reporting to the Board of Directors, as well as discussing any significant weaknesses in the internal control system detected during the audit with the External Auditor.

Executive Management Committee

Formed by the CEO and the General Managers, the Executive Management Committee is the executive body in charge of developing and implementing our sustainability strategy and ensuring social, environmental and ethical issues are integrated into top-level decision-making processes. The General Sustainability Department, which reports directly to the CEO and is also represented in the Executive Management Committee, plays a key role in mobilising and driving Endesa's sustainability strategy.

Sustainability management at Endesa is implemented company-wide to broaden the sustainability strategy and integrate the local characteristics of Endesa.

• The business line steering committees, chaired by the business line general manager, always include a sustainability representative from the Office of Sustainability.
• The territorial sustainability committees, chaired by the company's highest-ranking official in the region, work closely with the General Sustainability Management to enhance and complement the established sustainability plan guidelines. Their main role is to ensure better alignment of Endesa's actions and translate objectives and commitments into local reality.

General Sustainability Directorate

The role is reports directly to the CEO and also sits on the Executive Management Committee, playing a key role in mobilising and driving our sustainability strategy.