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38

Our main governing bodies are the sole shareholder, the Board of Directors and the two board advisory committees.

Our governance structure separates ef- fective management and administra- tion functions from oversight and control functions.

The Board of Directors is the company's highest level administrative and repre- sentative body and carries out the corre- sponding responsibilities and matters on a non-delegable basis as established by law or the company s Bylaws.

Its competencies include approving the Group s strategic objectives and gener- al policies and ensuring their execution and implementation. It also draws on the support of two advisory committees: the Audit, Compliance and Ethics Committee and the Appointments and Remuneration Committee.

GOVERNING BODIES

Name Board of Directors Director category Date of first

appointment

Audit, Compliance and Ethics

Committee

Appointments and Remuneration

Committee

Mr. Musabbeh Al Kaabi Chairman (since 13/11/2018) External Proprietary 26/04/2017 - Chairman

Mr. Pedro Miró Roig

Vice Chairman (since 18/06/2014) and Managing Director (since 17/09/2013)

Executive 31/01/2012 - -

Ms. Alyazia Al Kuwaiti Member External Proprietary 18/01/2016 Member Member

Mr. Ángel Corcóstegui Guraya Member External Independent 01/02/2016 Chairman -

Mr. Ahmed Saeed Al Calily Member External Proprietary 13/11/2018 - Member

Mr. Saeed Al Mazrouei Member External Proprietary 13/11/2018 Member -

Mr. Bakheet Al Katheeri Member External Proprietary 13/11/2018 - -

Mr. Ignacio Pinilla Rodríguez Non-Board Secretary N/A 31/01/2012 Secretary -

Mr. José Téllez Menchén Non-Board Vice-Secretary N/A 24/10/2014 Vice-Secretary -

Mr. Carlos Morán Moya N/A 11/05/2012 - Secretary

AF_CEPSA_IARC19_ENG_V9.indd 38 17/5/19 11:44