Advisory Board

The Fundación Cepsa Advisory Board Regulations (the "Regulations") aim to regulate Fundación Cepsa’s Advisory Board by establishing the basic rules in terms of organization and the principles of action, organization, and operation to be followed by the Board.

Advisory Board members must be aware of the provisions of these Regulations and comply with their content.

The persons to whom these Regulations apply must know, comply with, and enforce them. For the aforementioned purpose, the Director General of Fundación Cepsa will provide all members with an updated copy of the Regulations, with any subsequent modifications that may be agreed, and they will provide signed acknowledgment of receipt.

Fundación Cepsa's Board of Trustees is responsible for resolving any doubts that may arise regarding the application of these Regulations, in accordance with the general criteria for the interpretation of legal rules and the spirit and purpose of its Bylaws.

Persons appointed to the Advisory Board must not be affected by any of the prohibitions, incompatibilities, or incapacities established by current regulations regarding the position of Administrator. The appointed persons must have recognized competence in the various areas of activity, and must also not be affected by any of the prohibitions, incompatibilities, or incapacities established by current legal provisions. In addition, they must have no conflicts of interest with Fundación Cepsa.

The Board of Trustees will take into account the following factors to define the profiles and establish the suitability requirements:

- Alignment with Fundación Cepsa's mission and values
- Experience
- Dedication
- Reputation

The Advisory Board will have a minimum of three (3) and a maximum of twelve (12) members, who will be appointed by the Foundation's Board of Trustees. The president of the Advisory Board will be the Director General of the Foundation and the secretary will be the Foundation's head of Management and Transparency.

The members of the Advisory Board will hold their position for a term of four (4) years and may be reelected successively. Candidates may reject the appointment. Members of the Advisory Board will hold their position until the end of their appointed period, or any time deemed appropriate by Fundación Cepsa’s Board of Trustees. They will also cease to hold their position in the event of death or resignation.

The Advisory Board is a body that responds to consultations and provides technical advice to Fundación Cepsa. The primary function of the Advisory Board is to support the Board of Trustees and Management of Fundación Cepsa, providing collaboration and advice in choosing the activities to be carried out or in choosing the beneficiaries of the foundation’s support.

The Advisory Board will be regularly informed of all the Foundation's activities and may request any other data that could provide a better understanding of the organization.

Members of the Advisory Board receive no compensation for their position. Regardless of this fact, all their expenses incurred as a result of the actions entrusted to them by Fundación Cepsa’s Board of Trustees will be covered. 

The Advisory Board will meet as many times as necessary and at least two (2) times a year. The meeting will be convened by email sufficiently in advance and at least one (1) month prior to the date of the meeting by the chair of the Advisory Board or the person to whom that he/she delegates this task. The meeting will take place at the registered office of Fundación Cepsa or an alternative location indicated in the meeting announcement, along with the agenda (also possible via electronic means), location, date, and time of the meeting. Members of the Board of Trustees or third parties designated by the Chair of the Advisory Board may also attend Advisory Board meetings, depending on the topics to be discussed.

Advisory Board meetings will be led by the Chair. If the Chair is not present at the meeting, the attendees will choose the person who will act as chair for that specific session.

The decisions of the Advisory Board, which will not be binding, if applicable, will be adopted with a majority vote of the members present at each session. The deliberations and proposals of the "Advisory Board" will be recorded in the minutes, endorsed with the signatures of those who have acted as Chair and Secretary at the meeting in question.

Fundación Cepsa representatives may request advice on an individual basis from each member of the Advisory Board on specific issues within their areas of competence.

The data and information obtained or developed by the Advisory Board as a result of its duties shall be considered private and confidential. When they no longer hold their position, members of the Advisory Board may not use the information, data, reports, or records to which they have had access while exercising their duties, unless it becomes public knowledge. They must keep these matters duly confidential even after they no longer hold their position.

Members of the Advisory Board will be fully aware of and accept the rules of the current "Fundación Cepsa Code of Ethics and Conduct."

Members of the Advisory Board must safeguard all information, reports, or data in their knowledge regarding Fundación Cepsa, without prejudice to their duty to communicate and collaborate with judicial or administrative authorities in the terms established by the Law.

Fundación Cepsa will ensure that members of the Advisory Board are not affected by any conflicts of interest regarding the matters about which they provide advice, so they should not influence or intervene in issues where a conflict of interest may arise.

Situations will be considered to be a conflict of interest as per the legally established terms and, in particular, when the interests of the Advisory Board member, either personally or on behalf of others, directly or indirectly collide with the interests of Fundación Cepsa or Cepsa Group companies. The Advisory Board member will have a conflict of interest when the matter affects him or her or a person related to him or her.

In the event that an Advisory Board member is involved in a direct or indirect conflict of interest, they must immediately inform the Management of Fundación Cepsa's in writing so that they can communicate the specific facts of this alleged situation to the members of Fundación Cepsa’s Board of Trustees and make the necessary decisions.

A list of the members of the Advisory Board will be made public on Fundación Cepsa’s website.

These Regulations shall apply to all members of the Advisory Board, and may be expanded and modified in all or some of their terms, if so agreed by Fundación Cepsa’s Board of Trustees.

These Regulations will enter into force on June 3, 2024.