ARSC: Audit and Risk Supervision Committee. For more details regarding the risks to which the group is subject, see: E.4. That the members of the audit committee, in particular its chairman, are appointed in consideration of their knowledge and experience in accountancy, audit and risk management issues, and that the majority of its members be independent directors. Article 21.2 of the By-Laws increases the quorum required to hold a valid meeting "in order to adopt resolutions regarding a change in the object of the Company, transformation, total split-off, dissolution of the Company, and the amendment of this section 2", in which case "shareholders representing two- thirds of subscribed share capital with voting rights must be in attendance at the first call to the General Shareholders' Meeting, and shareholders representing sixty per cent of such share capital must be in attendance at the second call". be most critical, to which there should be added the annual review of all the SOX Key Controls of Avangrid, Inc. The text of these certifications is inspired by the form of certification established in section 302 of the U.S. Sarbanes-Oxley Act. Furthermore, when the Board of Directors makes significant or repeated decisions about which the director has serious reservations, the director should draw the appropriate conclusions and, in the event the director decides to resign, explain the reasons for this decision in the letter referred to in the next recommendation. It should only be considered an indication and not a recommendation.

D.7 Is there more than one company in the group listed in Spain? Explain the response and monitoring plans for all major risks, including tax compliance risks, of the company, as well as the procedures followed by the company in order to ensure that the board of directors responds to any new challenges that arise. The Iberdrola group publishes its Integrated Report every year, which provides a global vision of the company's activities and, in particular, of the main magnitudes of Iberdrola Spain. Resolutions of the Committee shall be adopted by absolute majority of its members who are present at the meeting in person or by proxy. a. Iberdrola has undergone a major transformation over the last 15 years, staying clearly ahead of the energy transition in order to tackle the challenges posed by climate change and the need for clean electricity.
Four days later, on 15 June 2018, the Compliance Unit (which, pursuant to the provisions of the Regulations of the Compliance Unit, is the body authorised since its creation in 2012 to investigate facts like those referred to above) prepared a first report identifying 14 invoices issued by CENYT to Iberdrola between 2004 and 2009 (in the total amount of 1,017,824.14 euros) and another 3 invoices issued between 2012 and 2017 to Iberdrola Renovables, S.A.U. For such purposes, no directors, professional or supplier shall conceal or distort the information set forth in the accounting records and reports of the group, which shall be complete, accurate and truthful. Monitoring of the changes made to be made to the recommendations of the. In companies where a diversity of shareholders is represented on the Board of Directors without ties among them. He is also an adviser to, the Bill and Melinda Gates Foundation and a member of the, advisory boards of the Centre for European Reform, the.

By way of exception, the resignation provisions set forth in letters f) and g) above shall not apply if the Board of Directors believes that there are reasons that justify the director's continuance in office, after a report of the Appointments Committee, without prejudice to the effect that the new supervening circumstances may have on the classification of the director. That the appointments committee ensures that non-executive directors have sufficient time in order to properly perform their duties. It shall also meet when so requested by a minimum of two of the directors forming part thereof. In particular, it provides that any bias that hinders the appointment of female directors and that might impede achieving the Company's goal that the number of female directors continues to account for at least thirty per cent of the total number of members of the Board of Directors in the year 2020, shall be avoided.

Specifically, just cause is considered to exist if the director takes on new duties or commits to new obligations that would interfere with his or her ability to dedicate the time necessary for attention to the duties attendant to his post as a director, fails to complete the tasks inherent to his or her post, or enters into any of the circumstances which would cause the loss of independent status in accordance with applicable law.

The appointments committee will annually verify compliance with the selection policy of directors and explain its findings in the Annual Corporate Governance Report. Number of Board meetings without the chairman. A valid quorum shall be established with the attendance at the meeting, in person or by proxy, of a majority of its members, and resolutions shall be adopted by an absolute majority of votes of the members present at the meeting in person or by proxy. As provided by the Regulations of the Board of Directors, the director must inform the Company of any judicial, administrative or other proceedings instituted against the director which, because of their significance or characteristics, may seriously reflect upon the reputation of the Company.

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