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 – Board Member
  • Mr Koichi Miki – 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:

  1. Mr Oriol Xalabarder Anglí
  2. Mr Hideki Kuramoto
  3. Mr Javier Alonso Arrizabalaga – (representing Gaselec Diversificación, S.L.)
  4. 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 legal compliance and help to create value in our environment and for all our stakeholders. This System includes the Code of Ethics and Conduct for professionals or suppliers and all regulations for which the Criminal Compliance Body is responsible.

 

 

Ethics and Values

 

Nexus Energía’s vision is to be a multi-national energy group of reference and renown in all its areas of activity. We want to promote a change of model in the energy sector through innovation and the quality of our products and services, guiding us towards the customer with a clear focus on professionalism and service. And all this, creating value for our shareholders, professionals, partners and customers, through socially responsible management and contributing to the improvement of the environment in which we operate.

The Code of Ethics and Conduct aims to share the set of values and principles that should guide our actions and decisions to maintain standards of ethics and integrity, both for Nexus professionals as well as partners and suppliers with whom we interact.

In case of any queries or if you wish to report a non-compliance, please contact the communication channel enabled for this at canal.eticoycumplimiento@nexusenergia.com

 

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.