Expert Corporate Governance Service (ECGS)
EUR 500.00 For Business Accounts Only

Repsol - AGM 30 May 2019

The Annual General Meeting will be held foreseeable on the second call on May 31st, 2019, at 12 p.m.

 The re-election of the Chairman is proposed in item 10.  Mr. Antonio Brufau Niub has served on the Board since 1996 and has been Chairman for fifteen years. Prior to serving as Chairman, he served as CEO of the Company and Executive Chairman. There are concerns that his fixed fees of EUR 2.5 million per year imply that he continues to perform some executive functions.  Furthermore, ECGS guidelines do not support the appointment of a former CEO as Chairman.  This can undermine the Boardns supervisory function and may inhibit an objective assessment of management and strategy.  For this reason, we recommend shareholders oppose.

 The Company has engaged with shareholders about climate change and, as a result, has added and increased the weightings of sustainability metrics in both the annual bonus and the long term incentive.  This is reflected in the non-financial information report submitted for approval in item 2, the remuneration report in item 17 and the remuneration policy in item 19.

 The remuneration policy is submitted for approval in item 19.  The structure is considered acceptable.  However, the Remuneration Committee has the discretion to amend both the bonus and the LTI upward by 20% which undermines the link between pay and the performance metrics. Furthermore, there are serious concerns with the quantum of board fees at the Company.  The quantum of fees paid to the directors may affect their independence.  The Chairman's fees are grossly excessive, especially for a non-executive.  While it is welcomed that he will reduce his benefits by approximately one half, he will still receive in benefits approximately what the other directors are receiving in Board and committee fees as well as his  €2.5 million in fees.  Therefore, we recommend shareholders oppose.


Repsol is an oil and gas company. Co. is engaged in all the activities relating to the oil and gas industry, including exploration, development and production of crude oil and natural gas, transportation of oil products, liquefied petroleum gas (LPG) and natural gas, refining, the production of a wide range of oil products and the retailing of oil products, oil derivatives, petrochemicals, LPG and natural gas, as well as the generation, transportation, distribution and supply of electricity. Co. operates in more than 40 countries. Co.'s operations are divided into four segments: Upstream, Downstream, LNG and Gas Natural Fenosa.


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