Corporate governance

Corporate governance

Annual General Shareholders’ Meeting

The Annual General Shareholders’ Meeting represents all shareholders and exercises the functions assigned to it as governing body of the Company.

This English translation is exclusively for information purposes and is based on the original, official document in the Spanish language, available in the Spanish version on the company´s website.

Its resolutions, adopted in accordance with applicable regulations, are binding on all shareholders. The rules of the organisation and functioning of the General Meeting are set out in the Corporate Bylaws – Articles 11 to 18, both inclusive- and in the Regulations regarding the Annual General Shareholders’ Meeting.

 

 

Convocatoria de la Junta

 

Special measures adopted in relation to the 2020 General Shareholders´ Meeting in response to COVID-19:

  • The venue for the 2020 General Shareholders’ Meeting will be the Company’s Head Office.
  • The General Shareholders’ Meeting will be held exclusively via telematic assistance, that is, without the in-person attendance of shareholders or their representatives and, in general, of any other person, except for those that are considered absolutely essential for the organisation of the Meeting.
  • Our Shareholders, in addition to the possibility of using the ordinary procedure on proxy voting, shareholder voting and access to information via electronic means, may remotely attend the General Meeting from their homes through telematic assistance in order to participate and cast their vote at the General Meeting without having to attend in person, pursuant to the rules and regulations governing the organisation and functioning of the Meeting and which are published on the Company’s corporate website: www.ree.es.
  • No premises will be set up as Shareholder Attention service points. In this regard, a Shareholder Attention Centre will be set up and made available to shareholders on +34 900 100 182 or on the telephone numbers that, where appropriate, the Company enables for this purpose and that will be communicated on its website www.ree.es. The operating hours of this service will be the following: Monday to Friday from 8:00 a.m. to 6:00 p.m., or alternatively you may contact us via the following email mailboxes: juntaaccionistas@ree.es or accionistas@ree.es
  • Due to the circumstances, this year it will not be possible to give shareholders the Meeting’s commemorative gift.
  • In view of the circumstances arising from the state of alarm declared in Spain by Royal Decree 463/2020, of 14 March, in relation to the health crisis arising from COVID-19, exceptionally for this General Meeting of Shareholders, digital copies of the attendance cards sent to the Company through the Shareholder Attention Office and duly completed and signed by the shareholders or their representatives will be admitted. For these purposes, the Company shall consider valid these digital copies provided that it has no reasonable doubt as to the identity of the subject exercising the voting right, after making the appropriate verifications.

In order to facilitate the possibility of following the live broadcast of the General Shareholders' Meeting, we will announce and publish on our website www.ree.es/en, with sufficient advance-notice prior to the day it is held, the channels and systems enabled for this purpose.

INITIAL FORECAST IN RELATION TO THE DATE THE GENERAL SHAREHOLDERS’ MEETING WILL BE HELD

The Ordinary General Shareholders’ Meeting will be held on first call on May 13, 2020, at 10:00 a.m., at the Company’s registered Head Office, located at Pº del Conde de los Gaitanes, 177, Alcobendas, Madrid (Spain) and, if appropriate, on second call, on May 14, 2020, at the same time and in the same location.

Shareholders are informed that, according to the experience of previous years, the General Meeting is expected to place on SECOND CALL, on May 14, 2020, at the time and location indicated above, and exclusively via electronic means.

 

Corporate governance practices applied regarding the Annual General Shareholders’ Meeting

  • No minimum number of shares required to be able to attend the Meeting.
  • Representation on the Board by any person, without the need to be a shareholder.
  • Separate voting on each one of the matters submitted for approval at the Meeting.
  • External audit of the management processes of the Shareholders' Meeting.
  • Certification of vote.
  • Board of Directors remuneration submitted for approval at the Meeting.
  • Promoting the participation of shareholders in the Meeting via the implementation, since 2005, of the electronic voting system.
  • Creation of a specific section on the corporate website with all the relative information regarding the Meeting.
  • Live broadcast of the Meeting via Internet, with simultaneous translation in English
  • Shareholders’ Electronic Forum.
  • Dissemination via social networks.
  • Investors and shareholder office.

 

Percentage of attendees at the Annual General Shareholders’ Meeting 2019: 63.1% (percentage over share capital).

Audit of the Annual General Shareholders’ Meeting   

In 2013, an audit of the management processes and results of the votes taken at the Annual General Meeting was carried out for the first time. The audit report, prepared by an external consultant, concluded that the processes for the calling, preparation, counting of shareholders, voting and adoption of resolutions of the Meeting were fulfilled in their substantial aspects in accordance with the provisions set out in the procedures established by the Company to this end.