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CHAPTER 4 Responsible management

Candidates are selected and proposed to serve on the Board of Directors and its two Committees on the basis of their knowledge and professional experience in sectors such as energy, industry or finance, their ability to devote the time required to perform their duties, and their possible specialisation in relevant areas. In 2019 the objective of promoting diversity and inclusion in Cepsa was gi- ven greater impetus with the creation of a Strategic Committee on Diversity and Inclusion, reporting to the Nomination and Remuneration Committee, which establishes the policy, strategy and ac- tion plans in this area, promoting a more balanced participation of women in im- portant positions in the company, greater cultural and generational diversity and an environment that favours the inclusion of people with disabilities.

On 15 October 2019, the company's Board of Directors was restructured due to the acquisition of the ownership interest in Cepsa by The Carlyle Group, increasing the number of directors to ten in order to reflect the new shareholder struc- ture. Mubadala appointed five members to the Board, including its Chairman, and The Carlyle Group appointed three mem- bers. In addition, the Board will continue to have an independent director who, to- gether with our Chief Executive Officer, completes the composition of the Board. The new Chief Executive Officer, Philippe Boisseau, who replaces Pedro Miró in this position, was unanimously nominated by the Board of Directors on 15 October 2019. Mr Boisseau has extensive experi- ence and a professional career of more than 30 years in the energy sector

Responsible for overseeing the internal audit processes, internal control sys- tems, compliance and risk management, as well as the process of preparing and presenting financial and non-financial information and managing the relation- ship with the external auditor. In addition,

it reviews and proposes to the Board of Directors, for its approval, the policies for action in relation to the main stakehold- ers, including all matters relating to Cor- porate Responsibility, with the support of the Compliance and Ethics Operating Committee.

Its function is to oversee the process of selection, nomination, re-election and removal of the directors and members of Cepsa's senior management; analyse,

inform and propose the remuneration policy; and submit proposals to the Board of Directors regarding the decisions to be adopted in cases of conflict of interest.

AUDIT, COMPLIANCE AND ETHICS COMMITTEE

NOMINATION AND REMUNERATION COMMITTEE