Enagas SA

* Home * Investor relations * Corporate Governance * Corporate Governance Policy # Corporate governance policy The Enagás Board of Directors considers that the principles and practices of good corporate governance are central to building investor confidence, improving economic efficiency and fostering growth. * 20/05/2024 Sustainability and Good Governance Policy Download * 21/12/2015 Enagás Sustainability and Good Governance Policy Download

We ensure that our commitment to decarbonization is also reflected in the activities we carry out to contribute to the improvement and advancement of the European Union's legislative and regulatory framework, as well as in our lobbying activities and/or relationship with trade associations ensuring their alignment with the Paris Agreement. In this regard, these activities are carried out according to the following management system: \n\n1. Evaluation of the degree of alignment of the purpose of the initiative and/or association with that of Enagás. In this way, and prior to the development of an action or relationship with a partnership, we confirm that the purpose is aligned with our climate strategy and therefore with the decarbonization objectives of the European Union for 2030 and with the Paris Agreement to limit global warming to below 2ºC. In the event of identifying a misalignment between the two positions on climate change, this could lead to the termination of the activity support and/or the relationship with the trade association.\n2. Management of the partnership/organization in line with our stakeholder management model.\n3. Periodic reporting of information on activities and resources dedicated through registration in the European Transparency Register.\n\nResponsibility for this management lies with the Directorate General for Energy Transition.\n\nWithin the group of associations (including trade associations) and organizations aligned with the Paris Agreement where Enagás makes contributions, Hydrogen Europe and Gas Infrastructure Europe. The European Hydrogen Backbone initiative is also part of the latter. Likewise, our actions in these organizations are mainly aimed at contributing to ongoing European legislative and regulatory developments.

The company is enrolled in the European Transparency Register, to which it periodically reports information on its activities and resources in order to contribute to the improvement and progress of European Union legislative and regulatory frameworks, especially in those developments that have a direct or indirect impact on the gas transmission and storage business, liquefied natural gas, renewable gases and the Spanish and European gas industry in general. Enagás has adhered to the Code of Conduct of the European Transparency Register, compliance with which is mandatory in order to be included in the register. [...] Enagás has three professionals participating part-time in different activities related to the transparency register, including a permanent representative in Brussels. Annual costs in 2021 were slightly over 200,000 euros, distributed as follows: personnel expenses (73%), membership fees (24%), office and administrative costs (2%), representation, communication and public relations costs (1%), consultancy costs (<1%) and operating costs (<1%). [...] Similarly, Enagás is a member of and participates in commercial associations, business associations and groups such as chambers of commerce and think tanks as a sponsor for these initiatives. [...] Enagás' main contributions to lobbying activities at a European level include the following associations: [Gas for Climate: Consortium of European TSOs and other associations promoting the development of renewable and low-carbon gases (total contribution of 94,777 euros, with a contribution of approximately 25,000 euros earmarked for lobbying activities).] [Hydrogen Europe: Trade association representing European companies and stakeholders for the promotion of best practices related to the hydrogen industry (total contribution of 18,000 euros, with a contribution of 6,800 euros earmarked for lobbying activities).] [GIE (Gas Infrastructure Europe): European association of gas infrastructure operators, which also promotes the use of renewable and low-carbon gases (total contribution of 20,000 euros, with a contribution of 5,700 euros earmarked for lobbying activities).] In addition, Enagás actively contributes to lobbying activities within the framework of many other European associations and groups, such as, for example: ENTSOG, Marcogaz, NGVA, ERGaR, EASEE-gas and GasNaturally."
"Enagás is also involved with the governing bodies of a number of Spanish associations and organisations such as Sedigas, Enerclub and Instituto Elcano, and international bodies such as ENTSOG, GIE, IGU, GIIGNL, Marcogaz EASEE-Gas, NGVA and UNECE. It also cooperates with the regulatory authorities of the sector, both directly and through industry associations, proposing regulatory improvements, whether directly or as part of consultations by the regulators.

- To ensure transparency and integrity with regard to the representation of interests vis-à-vis public or private entities, an activity commonly known as lobbying. [...] - The responsibility of the Board of Directors for the direction, supervision and control of strategy, policies, risks, objectives and results in matters related to the different areas of sustainability. [...] - The responsibility of the Sustainability Committee to control and monitor sustainability issues, reporting in turn to the Sustainability and Appointments Committee, constituted at the Board level.

We ensure that our commitment to decarbonization is also reflected in the activities we carry out to contribute to the improvement and advancement of the European Union's legislative and regulatory framework, as well as in our lobbying activities and/or relationship with trade associations ensuring their alignment with the Paris Agreement. In this regard, these activities are carried out according to the following management system: 1. Evaluation of the degree of alignment of the purpose of the initiative and/or association with that of Enagás. In this way, and prior to the development of an action or relationship with a partnership, we confirm that the purpose is aligned with our climate strategy and therefore with the decarbonization objectives of the European Union for 2030 and with the Paris Agreement to limit global warming to below 2ºC. In the event of identifying a misalignment between the two positions on climate change, this could lead to the termination of the activity support and/or the relationship with the trade association. 2. Management of the partnership/organization in line with our stakeholder management model. 3. Periodic reporting of information on activities and resources dedicated through registration in the European Transparency Register. Responsibility for this management lies with the Directorate General for Energy Transition. Within the group of associations (including trade associations) and organizations aligned with the Paris Agreement where Enagás makes contributions, Hydrogen Europe and Gas Infrastructure Europe. The European Hydrogen Backbone initiative is also part of the latter. Likewise, our actions in these organizations are mainly aimed at contributing to ongoing European legislative and regulatory developments.

The Sustainability, Appointments and Remuneration Committee (CSNR) is the highest body with responsibility for sustainability (economic, environmental and social impacts). The Sustainability Committee, made up of members of the Management Committee, reports to this committee and is responsible for approving initiatives in this matter (by delegation from the CSNR). [GRI 102-29, GRI 102-31] [...] The Enagás Board of Directors is empowered to adopt resolutions on Directors' remuneration. The Sustainability, Appointments and Remuneration Committee proposes the remuneration criteria, within the limits set forth in the Articles of Association and pursuant to the decisions taken at the General Shareholders' Meeting. The Committee also monitors the transparency of remuneration. Thus, in 2019, the General Shareholders' Meeting approved the Directors' Remuneration [...] governance and proxy adviser recommendations. The main terms of the new Plan will be published in the next Annual Directors' Remuneration Report.

Describe the process(es) your organization has in place to ensure that your engagement activities are consistent with your overall climate change strategy[…]Enagás commitment to carbon neutrality in 2040 and emission reduction targets aligned with the 1.5ºC scenario are deployed in the short- and long-term variable remuneration incentive programmes of all departments. Thus each department sets specific targets aimed to contribute to these commitments, including engagement activities. In these cases, the company maintains its high level of collaboration with regulators and key stakeholders to raise awareness and share knowledge regarding relevant issues for the sector regarding climate change as is methane emissions reduction. In 2021 the following actions have been particularly noteworthy:

• Enagás actively participated in the European Commission's various consultations on the legislative development roadmap on the content and monitoring, reporting, verification and mitigation of methane emissions. It has also participated in events organised by the European Commission such as the Workshop on the detection and remediation of fugitive emissions in the Oil & Gas sector.
• Leadership in OGMP2.0 mid/downstream Mirror Group meetings, chairing the reporting template task force and support in the elaboration of OGMP technical guidelines with the submission of comments.
• Leadership of the group of experts on gas of UNECE.
• Participation in several European and international initiatives covering methane emissions.

Describe the process(es) your organization has in place to ensure that your external engagement activities are consistent with your climate commitments and/or climate transition plan?[…]Enagás commitment to carbon neutrality in 2040 and emission reduction targets aligned with the 1.5ºC scenario are deployed in the short- and long-term variable remuneration incentive programmes of all departments. Thus each department sets specific targets aimed to contribute to these commitments, including engagement activities. In these cases, the company maintains its high level of collaboration with regulators and key stakeholders to raise awareness and share knowledge regarding relevant issues for the sector regarding climate change as is methane emissions reduction. In 2022 the following actions have been particularly noteworthy:

Does your organization have a public commitment or position statement to conduct your engagement activities in line with the goals of the Paris Agreement?[…]Yes