Governance and Compliance System
Corporate governance
The Board of Directors considers that having a corporate governance system is essential to create the appropriate structures and rules of operation of the corporate bodies in the interest of Nexus Energía, S.A. and its shareholders. That is why, even anticipating legal requirements, steps are continuously being taken in this area with the aim of adopting best practices.
Our corporate governance system currently consists of the Articles of Association, the Mission, Vision and Values, the Rules for the governing bodies and finally the Internal Regulations governing our Management System.
Governing Bodies
Board of Directors
The Board of Directors, except for powers reserved to the General Shareholders’ Meeting by law and by the Articles of Association, is the highest governing body of the company with full competence and the broadest powers to direct, represent and administer the Company and its Group, in accordance with its corporate purpose.
Notwithstanding the foregoing, the Board will concentrate its efforts on the definition, supervision and control of policies, strategies and general guidelines, delegating the direct management and administration of day-to-day business, as well as the dissemination, coordination and general implementation of said policies. and guidelines, to the executive bodies and/or directors and senior management.
The Board of Directors of Nexus Energía is made up of:
- Mr Albert Xalabarder Miramanda – Chairman
- Mr Luis Díaz Díaz (representing Candín Energía, S.L.) – Vice-Chairman
- Mr Oriol Xalabarder Anglí – Board Member and Managing Director
- Mr Javier Alonso Arrizabalaga (representing Gaselec Diversificación, S.L.) – Deputy Secretary
- Mr Hideki Kuramoto (representing Mirai Power Europe Limited) – Board Member
- Mr Kotaro Kato (representing Sojitz Corporation of Europe B.V.) – Board Member
- Mr Manuel Mas Sebastià (representing Electra del Maestrazgo, S.A.) – Board Member
- Mr Raimundo Fernández Montenegro Iglesias (representing CE Energía Cartera, S.L.) – Board Member
- Mr Jacinto Planas Ros – Non-Director Secretary
Executive Committee
The Executive Committee is a permanent internal body of the Board of Directors engaged in executive duties which, together with the Chief Executive Officer, strengthens the company’s management. The powers of the Board have been delegated to this committee, except for those that cannot be delegated by law or by virtue of the provisions of the Company’s articles of association and the Board’s own regulations.
The Executive Committee is made up of:
- Mr Oriol Xalabarder Anglí
- Mr Hideki Kuramoto (representing Mirai Power Europe Limited)
- Mr Javier Alonso Arrizabalaga – (representing Gaselec Diversificación, S.L.)
- Mr Jacinto Planas Ros
Audit Committee
The Board of Directors, on a voluntary basis and in order to adapt to best practices, created the Audit Committee as a permanent internal body for information and consultation purposes, without executive duties, with powers of information, advice, proposal and specialised assistance within its scope of action.
Its powers are focused on the areas of corporate governance and compliance, risk management and internal control, economic and financial reporting, internal audit and external audit, among others.
The Committee is responsible for:
– The Criminal Compliance Body as a collegiate body in charge of supervising the operation and compliance of the Governance and Compliance System, as well as overseeing and promoting compliance with the organisation’s Code of Ethics and Conduct. A Compliance Officer has been appointed within this body, who will have the executive duties of this body.
– The Data Protection and Information Security Committee is responsible for ensuring compliance with existing legislation and promoting best practices in terms of information security and data protection.
– The Internal Audit Department was created as an independent, objective function to assist the Committee and the Board of Directors as well as all the organisation’s members in the effective fulfilment of their responsibilities, to promote the implementation of the Governance and Compliance System and risk management and internal control, and to improve processes and activities.
The Audit Committee is made up of:
- Mr Albert Xalabarder Miramanda – Chairman
- Mr Luis Díaz Díaz (representing Candín Energía, S.L.) – Secretary
- Mr Manuel Mas Sebastià – (representing Electra del Maestrazgo, S.A.) – Board Member
Regulation of the Governing Bodies
All the governing bodies of the Company and its Group have mandatory regulations determining the principles of action, rules for their organisation and operation, powers and functions, as well as the rules of conduct of their members.
Management Systems Certified under ISO Standards
We have implemented Integrated Management Systems for Quality, Environment, Energy Management and Information Security Management, certified under ISO 9001, 14001, 50001 and 27001 standards, respectively, with AENOR.
Our integrated policy for management systems includes a firm commitment to continuous improvement in everything we do, legal compliance, quality of our service, customer satisfaction, environmental improvement, energy efficiency and information security.
Our information security policy provides guidance on how Nexus Energía deals with information security management in accordance with business requirements, applicable regulations and best practices in this area and in data protection, using ISO 27001 standard as a framework of reference.
Compliance System
Our Compliance System aims to establish an adequate management of the company so that the decisions taken are in accordance with our ethical principles and compliance with the law and help to create value in our environment and for all our stakeholders. This system is based on our Codes of Ethics and Conduct for professionals and suppliers and on all other regulations that develop or complement them, such as, among others, the Internal Information System Policy, the Compliance Policy and the Anti-bribery and Anti-corruption Policy.
Ethics and Values
The purpose of Nexus Energía is to accompany and empower people, companies and cities on the path of energy transition, thus promoting the change of their relationship with energy towards a more responsible and efficient use of it that contributes to the decarbonization of society.
We want to achieve this goal based on a culture of ethics, transparency, responsible management and maximum commitment to sustainability in the three pillars: environmental, social and governance.
The Code of Ethics and Conduct aims to share the set of values and principles that should guide our actions and decisions to maintain this culture among Nexus professionals as well as among collaborators and suppliers with whom we interact..
Internal Information System and Ethics Channel Policy
In the Internal Information System of Nexus Energía we have a whistleblower channel in order to ensure an ethical environment and that the performance of professionals and suppliers is in line with our values and principles and is respectful in compliance with the law and internal regulations.
This channel allows the reporting of possible or potential irregularities, illicit or conduct contrary to the law or internal regulations, specifically:
– Actions or omissions that, within the personal and material framework of application of Law 2/2023, of February 20, regulating the protection of persons reporting regulatory and anti-corruption violations, may constitute breaches of European Union Law or serious or very serious criminal or administrative offenses according to state regulations (art. 2), including reports of workplace, sexual or gender-based harassment.
– Any breach or risk of breach of the Code of Ethics and Conduct, as well as internal or external regulations that develop it, and those related to the Corporate Crime Prevention Model of Nexus Energy.
Both the Internal Information System and the Channel guarantee a secure and confidential information environment through the implementation of organizational and technical measures.
This channel is not a customer service (customer service channel) and, therefore, is not the way to make complaints by customers of Nexus Energy or other Group company.
Communications to the channel can be made by attaching the Ethics Channel form in writing or verbally through the relevant channels.
Without prejudice to the channels of communication of the internal channel of Nexus Energy, the person concerned may contact the external channels of the Independent Authority for the Protection of the Informant or before the competent authorities or regional bodies.
Compliance Policy
The Compliance Policy defines the general principles and commitments regarding compliance that we must bear in mind when carrying out our activities and in our relations with our stakeholders. This policy reaffirms the commitment of all professionals and third parties with whom we collaborate to the values established in our Code of Ethics and Conduct.