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BOARD COMMITTEES

WORKING COMMITTEES1

Functions: supervise the internal audit department, internal control systems, compliance and risk management, in addition to the process of preparing and reporting financial information and rela- tions with the external auditor. Review and propose policies in relation to the main stakeholders for the approval of the Board of directors.

2017 Activities: the periodic review of economic and financial information and

of external audit reports published in 2017, control of the independence of the Auditor, oversight of the proper function- ing of internal control and risk manage- ment systems, approval of Cepsa s gen- eral risk map, review of the annual report on the Company s hydrocarbon reserves, proposal of the new Code of ethics and Conduct put to the Board for approval together with its related compliance poli- cies and General Corporate Risk Policy.

Functions: oversee the process of se- lection, appointment, reelection and dis- missal, where relevant, of the directors and members of Senior Management of the Company; analyse, inform and pro- pose their remuneration policy and sub- mit proposals to the Board regarding the decisions to be adopted in cases of con- flict of interest.

2017 Activities: analysis of the Senior Management Remuneration Policy, ap-

proving adjustments in certain areas in order to keep them aligned with the shareholder s interests in accordance with best practices, approval of the ap- praisal of results in terms of meeting 2017 objectives and setting objectives for 2018 for variable short term remu- neration and the long term incentive plan and submitting a recommendation to the Board for approval.

5 meetings

3 meetings

AudIT CoMMITTee CoMPLIANCe ANd eThICS

APPoINTMeNTS ANd ReMuNeRATIoN CoMMITTee

Functions: coordinate the different compliance programmes to guarantee their cor- rect functioning, and oversee the workings and compliance of the Company s criminal prevention model and monitor compliance with applicable legislation.

Functions: act as a liaison between the external auditor and the Audit, Compliance and ethics Committee, as well as analysing the independence of the latter and overseeing, guiding and driving the internal audit department.

Functions: set the ethical framework of Cepsa, promote the ethical conduct of employ- ees and answer any ethics queries that may arise, resolving any ethical breaches that may have occurred.

oPeRATING CoMMITTee AudIT

oPeRATING CoMMITTee CoMPLIANCe

oPeRATING CoMMITTee eThICS

4 meetings

4 meetings

2 meetings

1 In the first quarter of 2018, the modification of the structure of the operating Committees was approved; this implied merging the Compliance operating Committee with the ethics operating Committee into a single Committee, the Compliance and ethics operating Committee and a new Committee was created to manage and control risks, the Risk Control operating Committee .

2017 ANNuAL ANd CoRPoRATe ReSPoNSIBILITy REPORT