We have a sustainability governance and management system in place encompassing all areas at the company, ensuring supervision by the Board of Directors, either directly or through the Audit and Compliance Committee or the Sustainability and Corporate Governance Committee. The committee was created in 2020.
The Sustainability and Corporate Governance Committee is currently formed by three Independent Directors and a Proprietary Director, with gender parity. This Committee may consist of a minimum of three and a maximum of six members from the Board of Directors; its members should be non-executive Directors and a majority should be independent Directors. The Chairman is appointed by the Board of Directors from among the independent directors sitting 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, assigns the Sustainability and Corporate Governance Committee to perform 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 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.
Sustainability management is a cross-cutting issue for the entire company as part of the deployment of the sustainability strategy and incorporating the local peculiarities of the areas in which we are present.
There are 7 territorial sustainability committees, chaired by the highest representative of the company in the territory in question, and in maximum coordination with the General Sustainability Directorate. Its main functions are to promote and complement the lines of action established in the sustainability plan, providing a better adjustment of our performance and transferring our objectives and commitments to the local reality.
General Sustainability Directorate
Reports directly to the CEO and is present on the Executive Management Committee, plays a key role in mobilising and promoting our sustainability strategy.