BOARD COMMITTEES

MANAGEMENT BODIES

In 2018, the restructure of the operating committees was approved, as well as in- ternal and permanent bodies respon- sible to the Audit, Compliance and Eth- ics Committee. 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, the Risk Control Operating Committee, with the aim to provide help and assessment to the Com- mittee and Board in the compliance of its responsibilities covering risk control. As such these Operating Committees are structured as follows:

Was restructured in 2016 in accordance with the new corporate governance reg- ulations. This committee is responsi- ble for overseeing internal audits, inter- nal control systems, compliance and risk management, as well as the elabo- ration and filing of related financial and

non-financial information and relations with the external auditor. It also reviews and proposes policies in relation to the main stakeholders for the approval of the Board of Directors.

Oversees and coordinates the business units and corporate functions; analy- ses and proposes objectives, the strate-

gic plan and the annual budget; and ap- proves the policies and initiatives of the different units and departments.

Is the internal executive coordination and advisory body. Its primary functions in- clude signing off major investment pro-

jects prior to them being submitted to the Board of Directors for approval.

oversees the process of selection, ap- pointment, re-election and dismiss- al, where relevant, of the directors and members of Senior Management of the Company; analyses, informs and

proposes their remuneration policy, and submits proposals to the Board regard- ing the decisions to be adopted in cases of conflict of interest.

Acts as a liaison between the external auditor and the Audit, Compliance and Ethics Committee, as well as analysing

the auditor s independence and oversee- ing, guiding and driving the internal audit department.

Is primarily responsible for setting the corporate ethical stance, promoting eth- ical conduct among staff, answering any ethics-related enquiries and resolving breaches of the code of ethics. It also co- ordinates the different compliance pro- grams to guarantee their correct func- tioning, oversees the workings

and compliance of the company s crime prevention model, and monitors compli- ance with applicable legislation. In doing so, it ensures the company operates with integrity, fulfilling the commitments es- tablished by the Board of Directors in the Code of Ethics and Conduct.

Is charged with overseeing the End-to- End Risk Control System, which provides a standard mechanism for measuring and understanding risk. It supports and

provides advice to the Audit, Compliance and Ethics Committee and the Board of Directors to fulfil their risk oversight du- ties.

THE AUDIT, COMPLIANCE AND ETHICS COMMITTEE

THE MANAGEMENT COMMITTEE

THE INVESTMENTS COMMITTEE

THE APPOINTMENTS AND REMUNERATION COMMITTEE

THE AUDIT OPERATING COMMITTEE

THE COMPLIANCE AND ETHICS OPERATING COMMITTEE

THE RISK CONTROL OPERATING COMMITTEE

CHAPTER 4 Cepsa governance Corporate governance

392018 ANNUAL AND CORPORATE RESPONSIBILITY REPORT

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