The Repsol Board
of Directors has approved new Internal Regulations to govern its organization
and working within the framework of powers and responsibilities granted to the
Board Members by the Law related to Joint Stock Companies ("Ley de Sociedades
An�nimas"). New ideas for the running of companies have been included in these
new Regulations, some of which inspired the "Cadbury Report" in the United
Kingdom, after adjustment to the context of Spain and in compliance with the
Company By-Laws.
This Regime also affects the rights and obligations of
Board Members and the duties and attributes of the Delegate
Commission to the Board of Directors. This Commission is made up of the
Chairman and Vice-president of Repsol and the following Board Members: Messrs.
Miguel A. Canalejo Larrainzar, Jaime Carvajal Urquijo, Emilio de Ybarra y
Churruca, Juan Molins Amat and Roberto Velasco Barroetabe�a.
When it
comes to appointing new Members, the choice will be conditioned by the fact that
Top Management or executive officials in companies belonging to the Repsol Group
should not surpass a third of the total number of Board Members.
Under
the new Regulations, Auditing, Compensations and Top Management Development
Committees have been created.
The Auditing Committee
will be responsible for supervising the contracting of External Auditors and
relationships with them, controlling work on the annual audit and the internal
system of financial control. It will also make proposals to the Board on matters
of auditing, whenever it deems convenient. Internal Board Members may not form
part of this Committee. Its Chairman is Mr. Jaime Carvajal y Urquijo and its
Members are: Messrs. Emilio de Ybarra y Churruca and Roberto Velasco
Barroetabe�a. These may be aided in their labours by the company's Director of
Finance and the Internal Auditing Service.
The Compensations and
Top Management Development Committee will establish the method of
retribution for Board Members and the Top Management of the company, having as
its main task that of guaranteeing that the management team is suitably composed
to run the company successfully . In order to ensure that the Board of Directors
always has the best structure possible for the good of the company, this
Committee will also propose the criteria governing the most relevant aspects of
its composition (renewal of By-Laws, new Members, number of Board Members,
etc.). Its Chairman is Mr. Miguel Angel Canalejo Larrainzar and its Members:
Messrs. Oscar Fanjul and Juan Molins Amat.
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