Governance and Compliance System

The Board of Directors believes that a Corporate Governance System is essential to creating sustainable value at Nexus. Our Governance System is based on having appropriate operating structures and rules underpinned by ethical principles and aimed at achieving our Purpose while contributing to the challenges we must face in terms of social and environmental issues.

We listen to our stakeholders and the ongoing improvement of our System is therefore a major priority. To achieve that, we incorporate existing best practice under supervision and approval from the Board.

Our System is currently made up by the rules that govern the company and the various governing bodies within our corporate group (the parent company of which is Nexus Energía, S.A.), Sustainability, the compliance system and the criminal prevention model, and the management of activities and processes. It includes the Articles of Association, the Purpose and Values, the Sustainability Policy, the Compliance Policy, the Internal Reporting System Policy, the Anti-Bribery and Anti-Corruption Policy, and the Code of Ethics and Conduct for professionals and suppliers, alongside other regulations that broaden their scope and complement them.

Governing Bodies

Board of Directors

The Board of Directors, except for powers reserved to the  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:

1. Mr Oriol Xalabarder Anglí
2. Mr Hideki Kuramoto (representing Mirai Power Europe Limited)
3. Mr Javier Alonso Arrizabalaga – (representing Gaselec Diversificación, S.L.)
4. Mr Jacinto Planas Ros

Audit and Sustainability Committee

The Audit and Sustainability Committee is a permanent internal body of an informative and consultative nature. It has no executive powers, but it does hold powers of supervision, information and specialised consultation within its sphere of activity.

Its powers mainly exist within the fields of Sustainability, the corporate governance and compliance system, risk management and internal control, economic, financial and non-financial information, internal auditing and external auditing, 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 GRC and Internal Audit Department set up as an independent and objective body to help the Committee and the Board of Directors, as well as every member of the organization, on effective compliance with their responsibilities, to foster the implementation of the Governance and Compliance System and risk management and internal control, and to improve processes and activities.

– The Sustainability Department that fosters, proposes, coordinates and supervises development of the sustainability strategy, the sustainable corporate culture, compliance with the Sustainability Roadmap and objectives, the definition and identification of impacts, risks and opportunities, and coordination of Sustainability reporting, among other activities.

The Audit and Sustanibility 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

Regulations of the Governing Bodies of the Board of Directors and other Internal Governing Bodies

All governing bodies of the Board of Directors and other internal governing bodies at the Company and within its Group must abide by certain Regulations that define the action principles, the rules for their organisation and operation, powers and roles, as well as the rules on conduct by their members.

Our Compliance System seeks to establish the sustainable management of Nexus. It also seeks to ensure that the decisions taken abide by our ethical principles and values while complying with the law and internal regulations, and that they strive to create value in our community and for all our stakeholders. This System is underpinned by our Purpose, the Code of Ethics and Conduct for professionals and suppliers, the Sustainability Policy and by all the other regulations that implement them or complement the system, such as the Internal Reporting System Policy, the Compliance Policy and the Anti-Bribery and Anti-Corruption Policy, among others.

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 do so with authenticity, demonstrating professionalism, responsibility and ethics in our actions, establishing communication with our stakeholders, genuinely understanding and responding to their needs, and seeking evolution and ongoing improvement in everything we do.

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.

Sustainability Policy

The Nexus Sustainability Policy seeks to establish the guiding principles and commitments in terms of Sustainability that must underpin the Nexus strategy, the management of business and corporate activities, all other existing internal policies and regulations, and relations with our stakeholders, the goal being to create value sustainably.

Internal Reporting System Policy and Ethical Channel

The Nexus Energía Internal Reporting System includes a reporting channel aimed at guaranteeing an ethical environment, ensuring that professionals and suppliers act in accordance with our values and principles, and guaranteeing that they are respectful of compliance with the law and internal regulations.

This channel allows possible or potential wrongdoings, illegal acts or conduct contrary to the law or internal regulations to be reported, specifically:

-Any non-compliance or risk of non-compliance with the Code of Ethics and Conduct, as well as with the internal or external implementing regulations and with the regulations related to the Nexus Criminal Offence Prevention Model.

-Actions or omissions regarding information about regulatory breaches or the fight against corruption that may constitute a breach of EU Law or any other law under which the Group operates.

-Serious or very serious administrative or criminal offences.

Both the Internal Reporting System and the Channel guarantee a safe and confidential information environment based on the implementation of organisational and technical measures.

This channel is not a customer care service and is therefore not the appropriate place for customers to lodge complaints about Nexus Energía or any other company in the Group.

Reports can be submitted to the channel in writing by attaching the report form or verbally via the channels set up for that purpose.

Without prejudice to the reporting methods provided by the Nexus Energía internal channel, those wishing to do so may also contact the external channels of the Independent Whistleblower Protection Authority or the competent regional authorities or bodies.

Compliance Policy

The Compliance Policy defines the general principles and commitments in terms of compliance that we must consider while going about our business and engaging with our stakeholders. This policy reaffirms the commitment to the values established in our Code of Ethics and Conduct by all the professionals and third parties with whom we do business.

Anti-Bribery and Anti-Corruption Policy

This Policy is the formal expression of the will of Nexus’ Board of Directors and of the entire organization as a whole, with respect to its intention and firm commitment with respect to preventing, detecting and addressing possible corrupt acts related to
the Organization’s business or activities.

Management Systems Certified under ISO Standards

Our Integrated Quality, Environment, Energy Management and Information Security Management Systems are certified under ISO 9001, 14001, 50001 and 27001 Standards, respectively.

Our integrated policy for management systems reflects a firm commitment to ongoing improvement in everything we do, the quality of our service, the satisfaction of all stakeholders, the sustainable creation of value and compliance at all times with the law and other requirements of our system.

Our integrated policy for management systems reflects a firm commitment to ongoing improvement in everything we do, the quality of our service, the satisfaction of all stakeholders, the sustainable creation of value and compliance at all times with the law and other requirements of our system.

Our information security policy provides guidance on how Nexus Energía approaches the management of information security in accordance with business requirements, applicable regulations and the best practices in this regard and in data protection, all based around the ISO 27001 Standard.