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CHAPTER 4 Responsible management

BOARD OF DIRECTORS

The Audit, Compliance and Ethics Committee is responsible for overseeing internal audit, internal control, compliance and risk mana- gement systems, as well as the process of preparing and presenting related finan- cial and non-financial information. It is also responsible for reviewing and proposing to the Board of Directors, for approval, policies including the Health, Safety, Environmental Protection and Quality policy.

The Management Committee, as a management body, supervises and coordinates the business units and corporate functions, analyses and proposes objectives, the strategic plan and the annual budget, and approves the policies and initiatives of the various businesses and areas. In 2019 it met with the Carbon Strategy working group to supervise and decide on the definition of the risk map, evolution and emissions targets, as well as the scope in terms of climate.

The HSSEQ area is responsible for coordinating, moni- toring and ensuring compliance with the proposed poli- cies in relation to the five areas that make it up: Health, Safety, Security, Environment and Quality. Management of the climate-change actions is the remit of the Envi- ronmental area.

The Energy and Climate area, which encompasses the management of climate change as a risk and an opportunity, assesses regulatory impact through participation in industry associations, coordinates compliance with greenhouse gas emission commitments in accordance with European regulations and monitors metrics and objectives across the various business units. In 2019 it was the area responsible for participating, together with Corporate Strategy and Corporate Communication, in the carbon strategy project, in which the Risk area also collaborated, with the aim of defining a specific risk map for the company under the TCFD (Task Force on Climate Financial Disclosures) reporting framework.

The Risk Control Operating Committee, in which the director of the HSSEQ area parti- cipates directly, is in charge of reviewing and proposing changes to the corporate risk map. In 2019, as part of the carbon strategy pro- ject, the incorporation of specific risks arising from climate change for the company was approved.

AUDIT, COMPLIANCE AND ETHICS COMMITTEE

MANAGEMENT COMMITTEE

HSSEQ AREA (HEALTH, SAFETY, SECURITY, ENVIRONMENTAL AND QUALITY)

ENERGY AND CLIMATE AREA

At Cepsa we perceive climate change as a factor that generates both risks and opportunities and, therefore, we have in- cluded climate change management in

our governance model (see page 44-47), structuring the functions and responsibili- ties as follows:

GOVERNANCE

RISK CONTROL OPERATING COMMITTEE

BUSINESS UNITS