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Other information of interest

G. Other information of interest

If you consider that there is any material aspect or principle relating to the Corporate Governance practices followed by your company that has not been addressed in this report, indicate and explain below.

Within this section, you may include any other information, clarification or detail related to the above sections of the report, to the extent that these are deemed relevant and not reiterative.

First Addition:

A table detailing the individual remuneration of directors is attached hereto as complementary information to section B.1.11 and following.

Remuneration of Board of Directors - 2012
(Amount in thousands of Euros)


Remun. for executive senior management duties:

(1) Represented by José B. Terceiro Lomba
(2) Until 02/23/12
(3) From 02/24/12

Second Addition:

International Advisory Committee


Abengoa created and International Advisory Board (IAB) on May 24, 2010, and the Board of Directors as well as the chairman are responsible for its selection. The secretary of the Board of Directors of Abengoa S.A. acts as its secretary.
The Advisory Board is a non-ruled voluntary body that renders technical and advisory consultancy services to the Board of Directors, to which it is organically and functionally subordinate, as consultant and strictly professional adviser; its main function is to serve as support to the Board of Directors within the scope of the latter’s own competences, collaborating and advising, basically focusing its activities on responding to enquiries made by the Board of Directors in connection to all issues that the Board of Directors may enquire on or even raising proposals deemed outcome of their experience and analysis.

On February 27, 2012 the Board of Directors accepted the resignation of Mr. Alberto Aza Arias as member of the International Advisory Board, due to the incompatibility triggered by his appointment as Permanent Member of the State Council; Mr. Jerson Kelman and Ms. Pamposh Bhat at the end of two years two years; and Mr. Carlos Sebastián Gascón was admitted to said International Advisory Board based on his professional experience and on the criteria set forth in the Board of Directors’ regulations that govern the international advisory board.


Its current composition is as follows:

Third Addition


The Internal code of conduct in Stock Markets was instituted in August 1997 and it is applicable to all administrators, to the Strategy Committee members and to some employees depending on what they do and the information to which they may have access.

It establishes the obligation to safeguard the information and to protect the confidentiality of relevant facts prior to decision and publication, thus establishing the procedure for maintaining internal and external confidentiality, the ownership registration of shares, stock operations and conflicts of interests.

The Professional code of conduct was introduced in 2003, as a request from the Human Resources Management, and was modified in 2005 in order to add various elements that are common to the different companies that form Abengoa, bearing in mind their geographic, cultural and legal diversity. Said code gathers the fundamental values that must govern the actions of all the Company’s employees, regardless of their position or responsibility. The integrity of its behaviour, the strict observance of current legislation, its professional rigor, confidentiality and quality are part of Abengoa’s historical culture since it was set up in 1941 and still remain part of its corporate identity today.
The general secretary is responsible for follow-up and supervision. Available at and


Fourth Addition

Abengoa and its Business Units have been operating a whistleblower channel since 2007 pursuant to the requirements of the Sarbanes-Oxley Act, whereby interested parties may report to the Audits Committee possible irregularities  concerning accounting, auditing or internal controls over financial reporting. A register is kept of all communications  received in relation to the whistleblower, subject to the necessary guarantees of confidentiality, integrity and availability of the information. The Internal Audit team conducts an inquiry into each claim it receives.

In highly technical cases, the company secures the assistance of independent experts, thus ensuring at all times that it has the sufficient means of conducting a thorough investigation and guaranteeing sufficient levels of objectivity when  performing the work.

Fifth Addition


Article 8 of the Bylaws of Abengoa regulates the different rights of its classes A and B shares. The Extraordinary General Assembly of Shareholders Meeting held after the second call on September 30, 2012, agreed to change Article 8 of the Bylaws of Abengoa in order to include a mechanism of voluntary conversion of Class A shares into Class B. Below is a reproduction of the sub-section of the aforementioned of Article 8 that refers to the right of voluntary conversion:


“ […] A.3) Rights of conversion of shares into class B

Form now on until December 31, 2017, the holder of each class A share is and shall be entitled to the right to convert it into a class B share.

Each holder may exercise such right of conversion by remitting a notice to the company or better still, as the case may be, the agency appointed for that purpose, through the relevant participant company of the Spanish Central Depository For Registration, Clearance and Settlement of Securities (Iberclear S.A.U), using any means by which a receipt shall be issued upon delivery. Said notice, which shall be understood as firmly issued, irrevocable and unconditional, shall state the total number of Class A shares held and the exact number of Class A shares for which the exercise of the right of conversion is intended, in order for the Company to process the necessary agreements for effecting the aforementioned conversion and to issue the subsequent report of the corresponding relevant fact to the CNMV (Spanish Stock Exchange Board).

The aforementioned notice shall be accompanied by the corresponding certificate of legitimacy of the ownership of the Class A shares issued by a company that is a participant of and in the systems managed by Iberclear, or by an intermediary or financial entity depository or manager of the shares under the terms of the provisions of the rules and regulations governing the representation of securities by book entries or by any other means of equivalent accreditation that the Company may deem sufficiently valid for that purpose.

The exercise of the right of conversion by the Class A shares holder shall be deemed a reduction of the Company’s stock capital in the amount of the difference between the nominal value of the Class A shares over those for which the right is exercised and the nominal value of the same number of Class B shares, the amount by which the non-distributable reserve shall accrue and, which, for the purpose of and in accordance with the provisions of Article 335.c) of the Corporations Act, would already have be in the possession of the Company.

It shall remain the responsibility of the Board of Directors, with the specific power of substitution of the Executive Chairman or the Chief Executive Officer, to determine the period, frequency and procedure for exercising the rights of conversion, including, as the case may be, the judgement of adequacy over the means of aforementioned equivalent accreditation, as well as any other aspects deemed necessary for the correct exercise of such right, all of which shall be reported by issuing the corresponding relevant fact. […]”


Sixth Addition


Reinforcement to guarantee the rights of the minority

In its efforts to reinforce the rights of the minority, Abengoa has submitted a series of bylaw modifications to the Extraordinary General Assembly of Shareholders aimed at guaranteeing that the so-called “Rights of Defence of the Minority” are not trampled upon simply because there are two different classes of shares with different nominal values and because the lesser nominal value of the Class B shares makes it rather difficult to obtain the percentage of the stock capital required for the exercise of some political rights. It is for this reason that the Assembly approved the modification of the Bylaws of Abengoa in the manner set forth below so as to ensure that all of such rights are exercised using the number of shares, not the stock capital, as the basis of the percentage. These rights, for example, the right to convene a general assembly or to request the exercise of corporate liability action, requires the holding of a specific percentage (in the cases referred to, of 5%) of the stock capital, at the nominal value.

Particularly, the Extraordinary General Assembly of shareholders agreed to modify the Bylaws in order to reflect the following: that a shareholder should only require three hundred and seventy-five (375) shares or more, whether class A or class B, to be permitted to attend the meeting of the general assembly of shareholders of the company; that shareholders should be able to request the publication of supplement to the call for an ordinary general assembly of shareholders, include one or more points on the Agenda and to present decision proposals on issues already or that should be included on the agenda of the convened assembly base on the number of shares held by the shareholder; that (i) shareholders who own one percent of the shares with voting rights may request the presence of a Notary Public to take the minutes of the general assembly based on the number of shares held by the shareholders, (ii) shareholders who own five percent of the shares with voting rights may request the convening of a general assembly to decide on the corporate liability action against the administrators or to exercise the corporate liability action without or against the agreement of the general assembly; that the Board of Directors of the company may convene a general assembly of shareholders if so requested by shareholders representing five percent of the shares of the company with voting rights; that the Board of Director of the company may decide on the postponement of the general assembly of shareholders if so requested by shareholders of five percent of the shares of the company with voting rights and that the Executive Chairman of the Board of Directors of the company may suspend the right to information as envisaged in Article 197 of the Corporations Act if so requested by shareholders with less than twenty-five percent of the shares of the company with voting rights.

Seventh Addition

The meeting of the Extraordinary General assembly of Shareholders of Abengoa held following the second call on September 30, 2012, approved an increase of the equity capital, charging it to the reserves, by issuing a single class B shares, for the nominal amount of €4,304,501.52 through the issuance of 430,450,152 class B shares charged to the voluntary reserves at a proportion of four (4) newly issued class B shares for each share in circulation, class A or class B. For the purpose of increasing the aforementioned capital, four class B shares were assigned gratis to Abengoa shareholders holding at least one of the company’s class A share or class B share in circulation. At the same time, the company applied for admission to trade all the newly issued class B shares on the stock market, was listed and admitted to officially trade on the stock markets of Madrid and Barcelona and on the Continuous Market of the Spanish Stock Exchange Interconnection System (SIBE) on October 25, 2012. This operation guaranteed a specific minimum level of cash flow in the class A and, on the other hand, it ensured a sufficient volume of liquidity of the class B shares as a means for optimizing the capture of capital resources at the least possible cost, which is the ultimate goal intended. Thus, the Extraordinary General Assembly of Shareholders approved the right to voluntarily convert class A shares into class B shares. Said right shall expire on December 31, 2017.

Within this section, you may include any other information, clarification or detail related to the above sections of the report, to the extent that these are deemed relevant and not reiterative.

Specifically, indicate whether the company is subject to non-Spanish legislation with regard to corporate governance and, if so, include the information it is obliged to provide and which is different from that required in this report.

List any Independent Board Members who maintain or have previously maintained a relationship with the company, its significant shareholders or managers, in the event that significance or importance thereof would dictate that the board members in question may not be considered independent pursuant to the definition thereof set forth in section 5 of the Unified Good Governance Code:


Date and signature:

This Annual Corporate Governance Report was approved by the company’s Board of Directors at its meeting held on:


Indicate whether Board Members voted against or abstained from voting for or against the approval of this Report.