Translation of a report 
originally issued in Spanish.
In the event of a discrepancy, 
the Spanish language 
version prevails
202 2
Annual Corporate 
Governance 
Report 
REPSOL S.A.

DETAILS OF ISSUER
Dated end of year: 31/12/2022
Tax Registration Numer: A-78375725
Name: Repsol, S.A.
Registered office: C/Méndez Álvaro, 44, Madrid

Index
A. Executive Summary
4
1.
Presentation by the Chairman of the 
Board of Directors
4
2.
At a glance
5
3. 
The Board of Directors
9
4. 
Interaction with investors
12
B. The Repsol Corporate 
Governance System
14
1.
Regulatory Framework
14
1.1
External Regulatory Framework
1.2
Internal Regulatory Framework
2. 
Ownership structure of the Company
16
2.1
Ownership Structure
2.2
General Shareholders Meeting
3. 
Repsol's governance body
26
3.1
Composition of the Board of 
Directors
3.2
Competencies of the Board of 
Directors
3.3
Activities of the Board of Directors
3.4
Functioning of the Board of 
Directors
4.
Committees of the Board of Directors 47
4.1
Delegate Committee
4.2
Audit and Control Committee
4.3
Nomination Committee
4.4
Compensation Committee
4.5
Sustainability Committee
5.
Remuneration of Directors and 
Senior Management
56
6.
Related party and intra-group 
transactions
58
7.
Financial reporting and audits
60
7.1
Required financial reporting
7.2
Accounts audit
8.
Risk Control and Management 
62
8.1
Risk Control and Management 
Systems
8.2
Systems of Internal Control over 
Financial Reporting (ICFR)
Annex I
73
Analysis of compliance with the 
recommendations of the Good 
Governance Code for Listed 
Companies
Annex II
86
Independent reasonable assurance 
report on the design and 
effectiveness of the System of Internal 
Control over Financial Reporting 
(ICFR) as of December 31, 2022 
3

A. Executive Summary
1.
Presentation by the Chairman of the Board of Directors 
Dear Shareholders,
Our good governance practices aim to ensure that both 
the company's management model and the decisions of 
the Board of Directors and its Committees are geared 
towards preserving the long-term interests of our 
stakeholders and ensuring the Group's sustainability. 
Our corporate governance system is constantly being 
reviewed and improved, incorporating the main 
recommendations of international markets and the 
latest trends, as well as regulatory developments in this 
area. In this regard, Repsol maintains an active dialogue 
on environmental, social and governance (ESG) matters 
with institutional investors, proxy advisors and other 
stakeholders in order to learn first-hand their opinion 
and position on these matters and also to explain the 
company's practices. 
In 2022, as part of this dialogue with our shareholders, 
Repsol submitted its Energy Transition Strategy to the 
advisory vote of the General Shareholders' Meeting, being one of the first companies to do so. This strategy was widely supported 
and Repsol continues to closely monitor the expectations and positioning of its shareholders with respect to this and other issues.
Likewise, with regard to the composition of the Board of Directors, the appointment of Mr. Iván Martén Uliarte has increased the 
plurality and diversity of opinions and competencies, while reinforcing the management body with highly qualified profiles that 
provide valuable knowledge and experience for the exercise of its functions.
In addition, throughout 2022, the Board of Directors and its Committees continued to work on overseeing the most important issues 
for the company and on taking decisions on relevant matters, such as monitoring the commitments of the Strategic Plan and the 
action plans for energy transition or the impacts of the Russian invasion of Ukraine and the actions carried out in this regard. 
During this year, we will continue working on the continuous improvement of our Corporate Governance system, by means of 
ongoing dialogue and engagement with our stakeholders under our principles of efficiency, respect, anticipation and value creation, 
making them participants in Repsol's future.
Finally, on behalf of the entire Board of Directors, I would like to express our deep gratitude to the company's employees for their 
commitment, dedication and enthusiasm, and to all of our shareholders for their trust and support. 
Antonio Brufau Niubó
Chairman of the Board of Directors
A. Executive Summary
B. The Repsol Corporate Governance System
1. Presentation by the Chairman of 
the Board of Directors
2. At a glance
3. The Board of Directors
4. Interaction with investors
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
4
Annual Corporate Governance Report 2022

2.
At a glance
Board of Directors
33.3% 
Women on the Board
 100% 
Attendance by the 
members of the Board
Majority of Independent Directors
             
Board of Directors´ skills
Top Management
87%
Risk 
management
100%
Technology
47%
Energy sector 
knowledge
87%
Strategy
87%
University and 
investigation
73%
International 
experience
93%
Institutional 
experience and 
Public Sector
87%
Commercial / 
Retail
33%
Financing and 
accounting
80%
Legal and 
corporate 
governance
80%
Sustainability
73%
Years of service of Directors1
A. Executive Summary
B. The Repsol Corporate Governance System
1. Presentation by the Chairman of the 
Board of Directors
2. At a glance
3. The Board of Directors
4. Interaction with investors
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
5
Annual Corporate Governance Report 2022
1 The seniority analysis includes only external directors, including the Chairman (14 directors). 
20%
40%
33%
More than 7 years
4-7 years 
0-3 years
66.7%

Separated roles and responsibilities
Chairman of the Board of Directors
Mr. Antonio Brufau
Chief Executive Officer (CEO)
Mr. Josu Jon Imaz
Lead Independent Director
Mr. Mariano Marzo
The Chairman has overall responsibility for the 
effective functioning of the Board of Directors.
The CEO is the chief executive and responsible for 
the management of the business and the Company 
and as such has all the functions of the Board of 
Directors delegated to him, except those that 
cannot be delegated pursuant to law or the Articles 
of Association.
The Lead Independent Director is responsible 
for coordinating, gathering and echoing the 
opinions of the External Directors. He heads 
the Board in the absence of the Chairman and 
Vice-Chairman and may call a meeting of the 
Board.  He is also in charge of liaising with 
investors and shareholders to ascertain their 
views, particularly in relation to the corporate 
governance of the Company.
Our Independents Directors
Ms. Aurora Catá Sala
Mr. Iván Martén Uliarte
Appointed in 2021.
Appointed in 2022.
Ms. Arantza Estefanía Larrañaga
Mr. Ignacio Martín San Vicente
Appointed in 2019.
Appointed in 2018 and reelected last time in 
2022.
Ms. Carmina Ganyet i Cirera
Mr. Mariano Marzo Carpio
Appointed in 2018 and reelected last time in 
2022.
Appointed in 2017 and reelected last time in 
2021.
Ms. Teresa García-Milá Lloveras
Ms. Isabel Torremocha Ferrezuelo
Appointed in 2019.
Appointed in 2017 and reelected last time in 
2021.
Mr. Manuel Manrique Cecilia
Mr. J. Robinson West
Appointed in 2013 and reelected last time in 
2022.
Appointed in 2015 and reelected last time in 
2019.
A. Executive Summary
B. The Repsol Corporate Governance System
1. Presentation by the Chairman of the 
Board of Directors
2. At a glance
3. The Board of Directors
4. Interaction with investors
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
6
Annual Corporate Governance Report 2022

Board Committees
Delegate Committee
Chairman: External Director
9 Meetings in 2022
9 Members
11.1% Executives
55.6% Independents
33.3% Other external
100% 
Personal attendance
Audit and Control Committee
Chairwoman: Independent Director
9 Meetings in 2022
4 Members
100% Independents
97.8% 
Personal attendance
Nomination Committee
Chairwoman: Independent Director
11 Meetings in 2022
3 Members
66.7% Independents
33.3% Other external
100% 
Personal attendance
Compensation Committee
Chairwoman: Independent Director
5 Meetings in 2022
3 Members
66.7% Independents
33.3% Other external
100% 
Personal attendance
Sustainability Committee
Chairman: Independent Director
5 Meetings in 2022
4 Members
75% Independents
25% Other external
100% 
Personal attendance
Our Corporate Governance
Effective commitment to our shareholders:
• General meetings accessible to all shareholders.
• High participation through remote means.
• Possibility of attending and exercising rights 
through telematic means. 
• Streaming of the General Shareholders' Meeting.
• Commitment to the quality of information.
• Transparency of remuneration with performance 
metrics aligned with shareholder interests and 
sustainability.
Effective Board of Directors:
• Majority of independent directors.
• Balanced, qualified and diverse composition.
• Separate and complementary roles of Chairman, 
Chief Executive Officer and Lead Independent 
Director.
• Best practices of the Good Governance Code of 
listed companies integrated into our internal 
regulations.
A. Executive Summary
B. The Repsol Corporate Governance System
1. Presentation by the Chairman of the 
Board of Directors
2. At a glance
3. The Board of Directors
4. Interaction with investors
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
7
Annual Corporate Governance Report 2022

Shareholders have a relevant role in the decision-making process
General shareholders 
meeting
May 6, 
2022
Institutional Investors2
Shareholder composition
Percentage of voting rights3
5.5%
3.2%
3.3%
88.1%
Blackrock Inc.
Amundi, S.A. 
Norges Bank
Free float
A. Executive Summary
B. The Repsol Corporate Governance System
1. Presentation by the Chairman of the 
Board of Directors
2. At a glance
3. The Board of Directors
4. Interaction with investors
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
8
Annual Corporate Governance Report 2022
2 Identified shareholding obtained by the ShID as of December 2022.
3 For the calculation of the shareholder composition, data as of December 31, 2022 has been taken into account.

3.
The Board of Directors
The Company's corporate governance system, established in accordance with the best national and international standards of 
reference, guides the functioning of the Board of Directors.
Repsol's Board of Directors has the necessary size and structure to achieve an efficient and participative operation, taking into 
account the structure of its share capital, as well as the geographical distribution and complexity of its businesses. Its composition 
has been defined based on criteria of complementarity, balance and diversity of knowledge, professional experience, nationality and 
gender4.
General Shareholders' Meeting
Board of Directors5
C
Antonio Brufau Niubó
Chairman - Other Non-Executive
Josu Jon Imaz 
Chief Executive Officer - Executive
Independent Non-
Executive
66.7%
Executive
6.7%
Other Non-Executive
26.7%
C
J. Robinson West
Independent Non-Executive
Mariano Marzo Carpio
Lead Independent Director
C
C
Isabel Torremocha Ferrezuelo
Independent Non-Executive
Aurora Catá Sala
Independent Non-Executive
Henri Philippe Reichstul
Other Non-Executive
Arantza Estefanía Larrañaga
Independent Non-Executive
Ignacio Martín San Vicente
Independent Non-Executive
Carmina Ganyet i Cirera
Independent Non-Executive
C
Iván Martén Uliarte
Independent Non-Executive
Teresa García-Milá Lloveras
Independent Non-Executive
Manuel Manrique Cecilia
Independent Non-Executive
Emiliano López Achurra
Other Non-Executive
Luis Suárez de Lezo Mantilla
Other Non-Executive - Secretary of the Board
Audit and Control 
Committee
Compensation 
Committee
Delegate 
Committee
Sustainability 
Committee
Nomination 
Committee
C. Chairman of the Committee.
No shareholder with proportional representation rights has requested representation on the Board of Directors.
A. Executive Summary
B. The Repsol Corporate Governance System
1. Presentation by the Chairman of the 
Board of Directors
2. At a glance
3. The Board of Directors
4. Interaction with investors
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
9
Annual Corporate Governance Report 2022
4 For more information on the composition of the Board of Directors, please see section "B. REGULATORY INFORMATION – 3. Repsol's governance body" of this Report.
5 Composition at the date of formulation of this document.

Executive Directors
 
Name or corporate name of director
Position in the company's organization chart
Mr. Josu Jon Imaz 
Chief Executive Officer
Independent Directors
 
Name or corporate name of director
Ms. Aurora Catá Sala
Ms. Arantza Estefanía Larrañaga
Ms. Carmina Ganyet i Cirera
Ms. Teresa García-Milá Lloveras
Mr. Manuel Manrique Cecilia
Mr. Iván Martén Uliarte
Mr. Ignacio Martín San Vicente
Mr. Mariano Marzo Carpio
Ms. Isabel Torremocha Ferrezuelo
Mr. J. Robinson West
Other Non-Executive Directors
 
Name or corporate name of director
Company, officer or shareholder with whom the 
relationship is maintained
Mr. Antonio Brufau Niubó (1)
Repsol, S.A.
Mr. Emiliano López Achurra (2)
Repsol, S.A.
Mr. Henri Philippe Reichstul (3)
Repsol, S.A.
Mr. Luis Suárez de Lezo Mantilla (4)
Repsol, S.A.
(1) Mr. Brufau was the Chairman and CEO of Repsol until April 30, 2015 and, therefore, cannot be considered an Independent Director. He also cannot be classified as a Proprietary 
Director, given that he does not have a significant stake and has not been appointed as a result of being a shareholder or representing shareholders of the Company.
(2)Mr. López Achurra was Executive Chairman of Petronor until April 2019, and, therefore, cannot be considered an Independent Director. He also cannot be classified as a 
Proprietary Director, given that he does not have a significant stake and has not been appointed as a result of being a shareholder or representing shareholders of the Company.
(3) Mr. Reichstul was an Independent Director from December 2005 to May 2017 and, therefore, cannot be considered an Independent Director. He also cannot be classified as a 
Proprietary Director, given that he does not have a significant stake and has not been appointed as a result of being a shareholder or representing shareholders of the Company.
(4)Mr. Suárez de Lezo was Executive Managing Director of Repsol until December 31, 2019 and, therefore, cannot be considered an Independent Director. He also cannot be 
classified as a Proprietary Director, given that he does not have a significant stake and has not been appointed as a result of being a shareholder or representing shareholders of 
the Company.
As established in the Company's Bylaws, the Board must be formed by a maximum number of sixteen (16) and a minimum of nine 
(9) Board Members. The General Shareholders' Meeting held on May 31, 2019 approved the number of members of the Board of 
Directors at fifteen (15) and this has been the number of Directors for most of the financial year, since the appointment of Mr. Martén 
in March 2022.
A. Executive Summary
B. The Repsol Corporate Governance System
1. Presentation by the Chairman of the 
Board of Directors
2. At a glance
3. The Board of Directors
4. Interaction with investors
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
10
Annual Corporate Governance Report 2022

Key issues
Changes in the composition of the Board of Directors and its Committees
◦
Appointment, by co-optation, of Mr. Iván Martén Uliarte as Independent Director in the meeting of the Board of Directors 
held on March 30, 2022 and as member of the Delegate Committee on May 6, 2022.
◦
Appointment of Mr. Manuel Manrique Cecilia as Independent Director in the meeting of the Board of Directors held on 
June 29, 2022 after his resignation as Proprietary Director proposed by Sacyr, due to the fact that Sacyr had transferred its 
entire stake in the share capital of Repsol.
◦
Appointment of Ms. Carmina Ganyet as member of the Delegate Committee on May 6, 2022, who resigned from the 
Nomination, Compensation and Audit and Control Committees, of which she had been a member until then. 
◦
Appointment of Mr. Emiliano López Achurra as member of the Remuneration Committee on May 6, 2022.
◦
Appointment of Mr. Mariano Marzo as member of the Audit and Control Committee on May 6, 2022, who resigned from 
the Nomination and Remuneration Committees, of which he had been a member until then.
Structure
Wide majority of Non-Executive Board 
Members
Majority of Independent Directors
• The term of the position of 
Board Member is 4 years. 
• Broad independence of the 
Committees 
 
Diversity
Nationality
Gender
International representation on the Board of 13.3%:
Presence of women on the Board: 
1
 
U.S.A.
(Mr. J. Robinson West)
1
Brazil
(Mr. Henri Phillipe Reichstul)
13
Spain
Other Directors also have extensive international experience 
(93%). 
Separation of the roles of Chairman and Chief Executive Officer
Since April 2014, the positions of Chairman of the Board of Directors and Chief Executive Officer of the company have been separated. 
Mr. Antonio Brufau holds the position of Chairman of the Board of 
Directors and directs the operation of this body.
Mr. Josu Jon Imaz is the Chief Executive Officer and performs all 
executive functions. 
The separation of functions ensures a balance of powers, promoting the independence and objectivity of the Board in its supervisory tasks.
A. Executive Summary
B. The Repsol Corporate Governance System
1. Presentation by the Chairman of the 
Board of Directors
2. At a glance
3. The Board of Directors
4. Interaction with investors
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
11
Annual Corporate Governance Report 2022
66.7%
93%
5 Women
33.3%

4.
Interaction with investors
Repsol is committed to following best practices in communication with investors, voluntarily incorporating the recommendations of 
shareholders, investors, proxy advisors and other stakeholders such as financial analysts, regulatory and supervisory bodies and 
credit rating agencies, among others.
To this end, the Company continuously evaluates the expectations of these stakeholders and maintains a permanent dialogue with 
them, reporting transparently and continuously on its financial, governance, environmental and social performance. The Board of 
Directors is regularly informed of the perception and expectations of the different stakeholders.
Likewise, the Repsol Group publishes on its website its Policy on communication and contacts with shareholders, investors and proxy 
advisors, and on the Dissemination of economic-financial, non-financial and corporate information, which defines and establishes 
the general principles and criteria governing the communication of economic-financial, non-financial and corporate information6 
through the channels considered appropriate, and specifically, contacts with shareholders, investors and proxy advisors, paying 
special attention to the points of view of those shareholders and major investors not represented on the Board of Directors.
The 2022 Communication Plan with the investor community recovered pre-pandemic levels of activity, resuming in-person activity 
and maintaining the virtual format as an efficient complement for dialogue with the market.  On October 4, Repsol held its "ESG 
Day" sustainability event in London, led by the CEO, which updated investors on Repsol's progress towards decarbonization and the 
company's commitment to diversity.
Activity with institutional investors in 2022
506 investors contacted
15 conferences
11 roadshows
5 specialized events
Interaction with shareholders who own:
56%
of the identified institutional shareholder
ESG investor and shareholder activity in 2022
144 investors contacted
6 conferences
6 roadshows
1 specialized events
Interaction with shareholders who own:
≃83% of ESG institutional shareholding
Currently, 37.1% of Repsol's institutional shareholders are aligned with ESG (Environmental, Social, and Governance) criteria. The 
company is a pioneer in Spain in two-way communication with ESG shareholders, which is highly valued by investors and other 
stakeholders. The result of this dialogue7 as crystallized in numerous commitments, including the decision to submit the company's 8 
climate strategy to a advisory vote9, Repsol's participation in the pilot project to define a zero net emissions standard, and the 
commitment to increase transparency in the reporting of Scope 3 emissions (total sales and end user) in the next Integrated 
Management Report. 
A. Executive Summary
B. The Repsol Corporate Governance System
1. Presentation by the Chairman of the 
Board of Directors
2. At a glance
3. The Board of Directors
4. Interaction with investors
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
12
Annual Corporate Governance Report 2022
6 https://www.repsol.com/content/dam/repsol-corporate/en_gb/sostenibilidad/policies/communication-information-disclosure-policy.pdf
7 https://www.repsol.com/content/dam/repsol-corporate/en_gb/accionistas-e-inversores/pdfs/annual-esg-engagement-report-2021-2022.pdf
8 https://www.repsol.com/content/dam/repsol-corporate/en_gb/accionistas-e-inversores/informes-jga/2022/resolution-proposals-agm-2022.pdf
9 https://www.repsol.com/content/dam/repsol-corporate/en_gb/accionistas-e-inversores/informes-jga/2022/report-on-the-companys-energy-transition-strategy.pdf

Presence in the main ESG Ratings
In 2022 Repsol has obtained an A rating (on a scale of AAA-CCC) in MSCI's ESG 
rating, considered one of the most relevant ESG analysts in the market. 
Repsol has obtained in 2022 a score of 65/100 (0 being the worst and 100 the 
best) in the ESG rating evaluated by Standards & Poors. S&P highlights in its 
evaluation the fulfillment of Repsol's objectives in the energy transition strategy. 
The analyst values positively the use of the best technologies and the transition 
to a low-emissions portfolio through the sale of carbon-intensive assets. 
Additionally, gender diversity measures are valued as well as the monitoring of 
the safety metrics of its employees and contractors, in line with the best 
standards in the sector.
Transition Pathway Initiative (TPI)
In 2022, TPI has rated Repsol for the fifth consecutive year at level 4, Strategic 
Assessment in its Management Quality analysis, which evaluates the quality of 
companies' greenhouse gas (GHG) emissions management, as well as the risks 
and opportunities in relation to the energy transition. 
Sustainalytics
CDP Cambio Climático
Sustainalytics, through its ESG risk rating, evaluates the ESG risk management of 
companies and rates them on a scale of 0-100 by risk level. In 2022 Repsol 
obtained a rating of 26.9/100 (0 being the best score), which places it within the 
Medium Risk Company range. 
Repsol has been participating in this questionnaire since 2006, ranking as one of 
the best companies in its sector. In 2022, Repsol has remained in the leadership 
band, with a score of A-. According to CDP, obtaining this rating is recognition of 
the integration of the management of risks and opportunities related to climate 
change in the company's management, as well as the formulation and 
implementation of energy transition plans to mitigate or capitalize on these risks 
and opportunities. To obtain an A- rating, organizations must show 
environmental leadership by disclosing actions on climate change, deforestation 
or water security.
FTSE Russell
Repsol has obtained a score of 4/5 (5 being the best) in 2022. The company is in 
the 92nd percentile within the Oil&Gas sector. In governance, Repsol scores the 
maximum mark, taking into account indicators relating to anti-corruption and 
fiscal transparency, among others. In terms of environmental management and 
labor standards, Repsol is a benchmark in the sector.
MSCI 
Standard & Poors ESG Evaluation
Shareholder Community
In order to strengthen the Company's direct, two-way relationship with individual shareholders, Repsol has established the "Repsol in 
Action Community" channel, which the Company's shareholders can join on a voluntary basis.
Repsol's Shareholders' Advisory Committee
Likewise, since 2014 the Company has had a Shareholders' Advisory Committee, which was created with the aim of improving 
dialogue with them, and is part of the Repsol Group's Corporate Governance policy, as an initiative to promote and establish 
channels for a regular exchange of information with groups of shareholders. The Committee is made up of twelve (12) minority 
shareholders, the Chief Financial Officer (CFO), who is the Chairman, and the Director of Investor Relations, who is the Deputy Chair.
The shareholder members of the Committee have submitted different proposals to improve the relationship and communication 
with this group, which have been fully analyzed and implemented when deemed appropriate.
Information provided to the market
The Repsol Group has an Investor Relations Division, whose responsibilities include ensuring that the information provided by the 
Company to the market (financial analysts and institutional investors, among others) is transmitted fairly, symmetrically and in a 
timely manner, as well as, in accordance with the Repsol Group's Internal Code of Conduct in the Securities Market, that such 
information is truthful, clear, complete and, when required by the nature of the information, quantified, and cannot be misleading or 
confusing.
A. Executive Summary
B. The Repsol Corporate Governance System
1. Presentation by the Chairman of the 
Board of Directors
2. At a glance
3. The Board of Directors
4. Interaction with investors
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
13
Annual Corporate Governance Report 2022

B. The Repsol Corporate Governance System 
1.
Regulatory framework
The external regulatory framework of reference and the Company's internal regulations regarding corporate governance are described 
below. 
1.1.
EXTERNAL REGULATORY FRAMEWORK 
Revised Text of the Spanish Corporate Enterprises Act, approved by 
Legislative Royal Decree 1/2010, of July 2 (the “Corporate Enterprises 
Act”)
Circular 3/2021, of September 28, 21, of the National Securities Market 
Commission (the "Circular 3/2021").
This constitutes the fundamental rule that generally regulates the operation 
of capital companies in the Spanish legal system. 
In relation to companies whose shares are admitted to trading on an official 
secondary market, Title XIV of the aforementioned Law, which regulates the 
special features applicable to this type of company with respect to the 
ordinary regime, is particularly noteworthy. Among them, in accordance 
with the provisions of Article 540 of the Corporate Enterprises Act, is the 
obligation to report to the National Securities Market Commission (the 
"CNMV") and publish, on an annual basis, a Corporate Governance Report 
(the "Annual Corporate Governance Report" or the "ACGR"). 
This Annual Corporate Governance Report, corresponding to the financial 
year 2022, is prepared in accordance with the provisions of Article 540 of 
the Capital Companies Act, following the instructions set out in Circular 
3/2021.
In accordance with the option offered by Circular 3/2021, Repsol has 
continued its commitment to the preparation of this report on the free 
format model, including the minimum content required by the regulations 
and the statistical appendix included in Circular 3/2021 itself. This Report 
therefore responds to Repsol's desire to continue to be at the forefront in 
the transparency of its corporate governance system, as well as to make it 
easier for shareholders to understand this information.
This ACGR was approved by unanimous vote by the Board of Directors at 
its meeting held on February 15, 2023.
Good Governance Code for Listed Companies, review by the CNMV on June 26, 2020 (the “GGC”)
This is the reference framework in Spain for best practices in good governance. It is voluntary and follows the "comply or explain" principle. 
As regards the structure of the CBGSC, it should be noted that it identifies 25 general principles that inspire and structure the 64 recommendations on each 
specific matter. On June 26, 2020, the CNMV approved a partial reform of the Code, modifying 20 of the 64 recommendations contained therein. In this 
regard, Repsol has adapted its practices and procedures to the modifications introduced in the CBSG recommendations.
Appendix I to this ACGR contains complete information on compliance with the recommendations of the CBSG, as well as the relevant explanations, where 
applicable.  
1.2.
INTERNAL REGULATORY FRAMEWORK
The complete and updated texts of the Company's internal regulations described below, as well as other information on corporate 
governance regarding the General Shareholders' Meetings, are available for consultation on the Company's corporate website 
(www.repsol.com), in the Shareholders and Investors, Corporate Governance section10.
These regulations are reviewed periodically in order to incorporate the best corporate governance practices and to maintain the 
highest degree of information transparency in relation to the Company's shareholders and other stakeholders. In compliance with 
this commitment, in 2022 the Company has proceeded to update its corporate policies on Integrity, Risk Management, Finance and 
Sustainability. 
This not only evidences compliance on the part of Repsol with applicable regulations, but also its intent to go beyond the inclusion of 
and adherence to recommendations, best practices and trends in corporate governance, both at a national and international level. 
A. Executive Summary
B. The Repsol Corporate Governance System
1. Regulatory 
framework
2. Ownership 
structure of the 
Company
3. Repsol's 
governance body
4. Committees of 
the Board of 
Directors
5. Remuneration 
of Directors and 
Senior 
Management
6. Related party 
and intra-group 
transactions
7. Financial 
reporting and 
audits
8. Risk Control 
and Management 
Systems
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
14
Annual Corporate Governance Report 2022
10 https://www.repsol.com/en/shareholders-and-investors/corporate-governance/index.cshtml

Company Bylaws
• Basic regulations, approved at the General Shareholders Meeting, that govern the internal 
functioning of the Company and, among other matters, the rights and obligations of the 
shareholders and the structure, functioning and composition of the General Shareholders 
Meeting, the Board of Directors and its various Committees.  
• They have been modified on 3 occasions in fiscal year 2022 (May 9, October 26 and December 
29).11
Regulations of the General 
Meeting
• Regulations, approved at the General Shareholders Meeting, which aims to regulate said body, 
establishing for such purpose the principles of its organization and operation and the rules 
governing its legal and bylaw-stipulated activities and supplementing the applicable rules 
established in current commercial legislation and in the Company Bylaws.  
• Approved on April 4, 2003 and last amended on March 26, 2021.
Board Regulations
• Regulation, approved by the Board of Directors, whose purpose is to regulate its structure, 
competencies and operation, as well as that of its Committees(1). 
• Approved on December 19, 2007 and last amended on February 17, 2021. 
(1) The specific regulation of the Board Committees is contained in Articles 33, 34, 35, 36 and 37 of the 
Regulations of the Board of Directors.
Internal Code of Conduct in 
the Securities Market
• Regulation, approved by the Board of Directors, which aims to regulate the rules of conduct to 
be observed by the Board Members and employees in their actions related to the securities 
markets. 
• Approved on July 11, 2003 and last amended on November 23, 2022.
Ethics and Conduct Code
• Standard, approved by the Board of Directors, which aims to establish the framework of 
reference for the behaviors that Repsol expects from the people who make up the Company in 
their daily work. 
• Approved 26 November 2003 and last modified on 27 July 2016.
Corporate policies 
• In addition to the aforementioned internal regulations, the Board of Directors has approved 
the following policies: 
◦Sustainability Policy.
◦Risk Management Policy. 
◦Integrity Policy. 
◦Policy on Diversity in the composition of the Board of Directors and the Selection of 
Directors.
◦Policy on Communication and contacts with shareholders, investors and proxy 
advisors, and on the dissemination of economic-financial, non-financial and corporate 
information.
◦Tax Policy.
◦Financial Policy.
A. Executive Summary
B. The Repsol Corporate Governance System
1. Regulatory 
framework
2. Ownership 
structure of the 
Company
3. Repsol's 
governance body
4. Committees of 
the Board of 
Directors
5. Remuneration 
of Directors and 
Senior 
Management
6. Related party 
and intra-group 
transactions
7. Financial 
reporting and 
audits
8. Risk Control 
and Management 
Systems
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
15
Annual Corporate Governance Report 2022
11 For further references to information on share capital, please refer to section "B. REPSOL'S CORPORATE GOVERNANCE SYSTEM - 2.1. Ownership structure" of this Report

2.
Ownership structure of the Company
2.1.
Ownership structure
Ownership structure
CAPITAL STOCK AT DECEMBER 31, 2022
1,327,396,053 euros
During fiscal year 2022 the amount of capital stock has been modified on the following occasions: : 
May 9 
Execution of the capital reduction through the redemption of treasury stock approved in item 7 of the 
General Shareholders' Meeting held on May 6, 2022.
October 26
Execution of the capital reduction through the redemption of treasury stock approved by the Board of 
Directors on July 27, pursuant to the resolution approved under item eight of the agenda of the 
General Shareholders' Meeting held on May 6, 2022.
December 29
Execution of the capital reduction through the redemption of treasury stock approved by the Board of 
Directors on October 26, pursuant to the resolution approved under item eight of the agenda of the 
General Shareholders' Meeting held on May 6, 2022.
• Listed on the continuous market of the Spanish stock exchanges (Madrid, 
Barcelona, Bilbao and Valencia). 
• Of the same class and series. There are no shares that are not 
representative of capital.
• There are no dual loyalty voting shares. 
• Same voting and dividend rights. 
• Represented by book entries.
• Fully subscribed and paid-up. 
• Each share confers one vote at the General Meeting ("One share, one 
vote").
As of December 31, 2022
1,327,396,053
Shares
(Par value of shares 1€)
The shares of Repsol, S.A., represented by American Depositary Shares (the "ADSs"), are also traded on the OTCQX market in the 
United States.
Share capital
As of December 31, 2022, the capital stock is distributed as follows, with free float representing 88.1% of the total:
5.5%
3.2%
3.3%
88.1%
Blackrock Inc.
Amundi, S.A. 
Norges Bank
Free float
There is no individual or legal entity that exercises or may exercise control over the Company, as defined in Article 42 of the 
Commercial Code, for the purposes of Article 5 of the Securities Market Law.
A. Executive Summary
B. The Repsol Corporate Governance System
1. Regulatory 
framework
2. Ownership 
structure of the 
Company
3. Repsol's 
governance body
4. Committees of 
the Board of 
Directors
5. Remuneration 
of Directors and 
Senior 
Management
6. Related party 
and intra-group 
transactions
7. Financial 
reporting and 
audits
8. Risk Control 
and Management 
Systems
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
16
Annual Corporate Governance Report 2022

Significant shareholdings
At December 31, 2022, the direct and indirect holders of significant shareholdings in Repsol, excluding the Directors, are as follows: 
% Voting rights attributed to shares
% Voting rights through financial 
instruments
% total
Direct
Indirect
Direct
Indirect
BLACKROCK INC. (1)
—
5.306
—
0.169
5.475
AMUNDI, S.A. (2)
—
3.203
—
—
3.203
NORGES BANK 
3.244
—
0.006
—
3.250
(1)
BlackRock, Inc. holds its interest through various controlled entities.
(2)
Amundi, S.A. holds its interest through various controlled entities.
Breakdown of direct holders of indirect shareholdings
Indirect holder
Direct holder
% Voting rights attributed to 
shares
% Voting rights through financial 
instruments
% total
BLACKROCK INC.
CONTROLLED ENTITIES 
BLACKROCK
5.306
0.169
5.475
AMUNDI, S.A.
CONTROLLED ENTITIES 
AMUNDI
3.203
—
3.203
The information contained in this section includes the information available to the Company, as of December 31, 2022, submitted by 
the shareholders to the Company and to the National Securities Market Commission (CNMV).
Main changes in the shareholding structure in 2022
Name or corporate name of significant shareholder
Date of operation
Description of the operation
JPMORGAN CHASE & CO
06/01/22
5% of the capital stock has been exceeded
JPMORGAN CHASE & CO
21/01/22
5% of the capital stock has been reduced from
JPMORGAN CHASE & CO
24/01/22
5% of the capital stock has been exceeded
JPMORGAN CHASE & CO
26/01/22
5% of the capital stock has been reduced from
AMUNDI ASSET MANAGEMENT
14/02/22
3% of the capital stock has been reduced from
AMUNDI, S.A.
14/02/22
3% of the capital stock has been exceeded
JPMORGAN CHASE & CO
16/02/22
5% of the capital stock has been exceeded
JPMORGAN CHASE & CO
18/02/22
5% of the capital stock has been reduced from
SACYR, S.A.
07/03/22
3% of the capital stock has been reduced from
BANCO SANTANDER, S.A.
13/05/22
3% of the capital stock has been reduced from
JPMORGAN CHASE & CO
01/07/22
5% of the capital stock has been exceeded
THE GOLDMAN SACHS GROUP, INC.
12/07/22
5% of the capital stock has been exceeded
THE GOLDMAN SACHS GROUP, INC.
13/07/22
5% of the capital stock has been reduced from
JPMORGAN CHASE & CO
18/07/22
5% of the capital stock has been reduced from
A. Executive Summary
B. The Repsol Corporate Governance System
1. Regulatory 
framework
2. Ownership 
structure of the 
Company
3. Repsol's 
governance body
4. Committees of 
the Board of 
Directors
5. Remuneration 
of Directors and 
Senior 
Management
6. Related party 
and intra-group 
transactions
7. Financial 
reporting and 
audits
8. Risk Control 
and Management 
Systems
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
17
Annual Corporate Governance Report 2022

Voting rights of the Company held by the Board of Directors
As of December 31, 2022, the total percentage of voting rights held by the Company's Directors amounts to 0.101%. 
Breakdown of individual items
Number of shares
% Voting rights 
attributed to shares
% Voting rights through 
financial instruments
Total 
number of 
shares
% total
% Voting rights that can 
be transferred through 
financial instruments
Direct
Indirect
Direct
Indirect
Direct
Indirect
Direct
Indirect
Mr. Antonio Brufau 
Niubó
618,922
—
0.047
—
—
—
618,922
0.047
—
—
Mr. Josu Jon Imaz
610,769
—
0.046
—
—
—
610,769
0.046
—
—
Ms. Aurora Catá Sala
—
—
—
—
—
—
—
—
—
—
Ms. Arantza 
Estefanía Larrañaga
—
—
—
—
—
—
—
—
—
—
Ms. Carmina Ganyet 
Cirera
20
—
0.000
—
—
—
20
0.000
—
—
Ms. Teresa García-
Milá Lloveras
2,328
—
0.000
—
—
—
2,328
0.000
—
—
Mr. Emiliano López 
Achurra
2,000
—
0.000
—
—
—
2,000
0.000
—
—
Mr. Manuel 
Manrique Cecilia
166
1,491
0.000
0.000
—
—
1,657
0.000
—
—
Mr. Iván Martén 
Uliarte
—
—
—
—
—
—
—
—
—
—
Mr. Ignacio Martín 
San Vicente
8,141
—
0.001
—
—
—
8,141
0.001
—
—
Mr. Mariano Marzo 
Carpio
—
—
—
—
—
—
—
—
—
—
Mr. Henri Philippe 
Reichstul
50
—
0.000
—
—
—
50
0.000
—
—
Ms. Isabel 
Torremocha 
Ferrezuelo
8,259
—
0.001
—
—
—
8,259
0.001
—
—
Mr. Luis Suárez de 
Lezo Mantilla
83,628
—
0.006
—
—
—
83,628
0.006
—
—
Mr. J. Robinson West
—
—
—
—
—
—
—
—
—
—
Breakdown of direct holders of indirect shareholdings (mentioned above)
Direct holder
% Voting rights 
attributed to shares
% Voting rights through 
financial instruments
% total
% Voting rights that can be 
transferred through financial 
instruments
Mr. Manuel Manrique Cecilia
CYMOFAG, S.L.U.
0.00
—
0.00
—
A. Executive Summary
B. The Repsol Corporate Governance System
1. Regulatory 
framework
2. Ownership 
structure of the 
Company
3. Repsol's 
governance body
4. Committees of 
the Board of 
Directors
5. Remuneration 
of Directors and 
Senior 
Management
6. Related party 
and intra-group 
transactions
7. Financial 
reporting and 
audits
8. Risk Control 
and Management 
Systems
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
18
Annual Corporate Governance Report 2022

Representation of significant shareholders on the Board of Directors
Following the transfer by Sacyr of its entire holding in the share capital of Repsol in June 2022, the Board of Directors of Repsol does 
not have any significant shareholder represented among its members.
The Company is not aware of the existence of any relationships of a family, commercial, contractual or corporate nature between the 
owners of significant shareholdings, nor of any relationships of this nature that are relevant or outside those deriving from the 
ordinary course of business between the owners of significant shareholdings and the Company.
Restrictions on the transferability of securities or voting rights and on the appointment of 
members of the management body
The exercise of the voting rights attached to the shares and the ability to appoint members of the Board of Directors may be affected 
by the following regulatory rules applicable to the Company:
 
Article 34 of Royal Decree-Law 6/2000, of June 23, 2000, on Urgent Measures 
to Intensify Competition in Markets for Goods and Services (the "Royal 
Decree-Law 6/2000").
Law 3/2013 of June 4, 2013, on the creation of the National Commission for 
Markets and Competition (the "Law 3/2013").
It establishes restrictions on voting rights and on the ability to directly or 
indirectly appoint members of the governing bodies of companies that have the 
status of main operator in the same market or sector, including, among others, 
the markets for the production and distribution of fuels, liquefied petroleum 
gases and natural gas, as well as the generation of electricity. The main operator 
is understood to be the entities that hold the five largest shares in the market in 
question. 
These limitations are specified in that natural or legal persons who, directly or 
indirectly, participate in the capital or voting rights of two or more companies 
that have the status of main operator in the same market or sector, or who 
themselves have the status of main operator in a market or sector, may not 
exercise voting rights in the same market or sector, may not exercise voting 
rights in a second company having the same status of principal operator in the 
same market or sector, in a shareholding of more than 3% of the total capital or 
in other securities conferring voting rights in that other company, nor may they 
directly or indirectly appoint members of the administrative bodies of that 
company.
These prohibitions shall not apply in the case of parent companies that have the 
status of principal operator, with respect to their subsidiaries in which the same 
status is held, provided that such structure is imposed by the legal system or is 
the result of a mere redistribution of securities or assets between companies of 
the same group. Notwithstanding the foregoing, the National Markets and 
Competition Commission (the "CNMC") may authorize the exercise of the 
voting rights corresponding to the excess with respect to the shareholdings or 
the appointment of members of the administrative bodies, provided that this 
does not favor the exchange of strategic information between operators or imply 
a risk of coordination of their strategic behavior.
It establishes a control procedure for certain business operations in the energy 
sector, including the acquisition of shareholdings in companies engaged in oil 
refining, pipeline transportation and storage of oil products. All these facilities 
are also considered strategic assets. 
In particular, the acquisition of shares in the capital stock that grant a significant 
influence in the management of those companies that, directly or through 
controlled companies, carry out such activities must be reported to the CNMC, 
which will be competent to know about such operations in accordance with the 
provisions of the ninth additional provision of Law 3/2013, until the competent 
Ministry has the necessary means to exercise such competence. Such 
transactions may be subject to the imposition of conditions relating to the 
exercise of the activity of the affected companies or the acquirer, if the latter is 
not a national of the European Union or the European Economic Area and it is 
considered that there is a real and sufficiently serious threat of risks to the 
guarantee of hydrocarbon supply.
Article 7 bis of Law 19/2003, of July 4, 2003, on the legal regime governing the movement of capital and foreign economic transactions and on certain measures 
for the prevention of money laundering 
It establishes that prior administrative authorization will be required for the acquisition of an interest equal to or greater than 10% of the share capital, or the 
acquisition of control of all or part of it, in Spanish companies in the energy infrastructure and energy supply sectors, among others, by residents of countries outside 
the European Union and the European Free Trade Association, and until December 31, 2022 will also apply to foreign direct investments in listed companies in Spain, 
or in unlisted companies if the value of the investment exceeds 500 million euros, by residents of countries outside the European Union and the European Free Trade 
Association. 
In addition to the foregoing, Repsol's Bylaws, in line with recommendation number 1 of the Good Governance Code of Listed 
Companies, do not contain any limitation on the maximum number of votes that may be cast by a single shareholder, nor do they 
contain any other restrictions that could hinder the acquisition of a controlling interest in the market.
Likewise, it should be noted that in 2022 the Company did not resolve to take any measures to neutralize a takeover bid pursuant to 
Article 135 of the Securities Market Law. 
Shareholders agreements 
The Company has not been notified of any shareholders agreements that affect it, and no concerted actions have taken place between 
its shareholders. 
A. Executive Summary
B. The Repsol Corporate Governance System
1. Regulatory 
framework
2. Ownership 
structure of the 
Company
3. Repsol's 
governance body
4. Committees of 
the Board of 
Directors
5. Remuneration 
of Directors and 
Senior 
Management
6. Related party 
and intra-group 
transactions
7. Financial 
reporting and 
audits
8. Risk Control 
and Management 
Systems
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
19
Annual Corporate Governance Report 2022

Significant agreements affecting situations of change of control of the Company as a result of a 
takeover bid
The Company usually participates in the exploration and exploitation of hydrocarbons through consortiums or joint ventures with 
other oil companies, both public and private. In the contracts regulating the relations between the members of these consortiums, it 
is customary to grant the other members a right of first refusal in cases where any of them intends to directly transfer, either totally or 
partially, its participation; likewise, in some cases, this could also be applied in cases of indirect transfer, that is, when there is a 
change of control in one of the members.
Likewise, the regulations governing the oil and gas industry in various countries in which the Company operates require the prior 
authorization of the competent Administration for the total or partial transfer of research or exploration permits and exploitation 
concessions, as well as, on occasions, the change of control of the concessionaire entity or entities and especially of the one that 
holds the status of operator of the mining domain.
Treasury shares
At year-end 2022, the Company owns directly:
225,565
0.02%
Treasury shares (1)
Voting rights
 (1) The Company's treasury stock position at year-end 2022 does not include the 
50,000,000 shares of treasury stock that were redeemed in the capital reduction 
executed on December 29, 2022 (communicated on the same date to the CNMV 
through "other relevant information" No. 19810).
Significant variations during the year
Date of communication CNMV
total % of share capital (1)
3/11/2022
4.82
5/9/2022
7.15
6/2/2022
2.35
8/11/2022
2.59
9/8/2022
3.62
9/30/2022
4.65
10/27/2022
5.72
11/14/2022
6.72
11/15/2022
1.71
12/7/2022
2.72
(1) Percentage calculated on the capital stock in effect on the date of each 
notification.
Regarding treasury stock transactions, the Board of Directors 
is currently authorized to acquire shares of Repsol, directly or 
through subsidiaries, by virtue of the authorization approved 
by the Ordinary General Shareholders' Meeting of the 
Company held on May 6, 2022, under item 10 of the agenda, 
the resolution of which is transcribed below:
"First. To authorize the Board of Directors for the derivative 
acquisition of shares of Repsol, S.A., on one or several occasions, 
by purchase, exchange or any other type of onerous legal 
transaction, directly or through subsidiaries, up to a maximum 
number of shares which, added to those already held by Repsol, 
S.A. and any of its subsidiaries, does not exceed 10% of the 
Company's subscribed capital or the legal limit existing at any 
given time. 
The shares will be acquired for a price or value of consideration 
that may not be less than the par value of the shares or exceed 
their market price. The authorization includes the acquisition of 
shares which, if applicable, are to be delivered to employees and 
directors of the Company or its Group, or as a consequence of 
the exercise of stock options held by them. 
The authorization may be used to acquire treasury stock for 
other purposes or through other procedures that may be 
decided from time to time by the Board of Directors which, for 
such purpose, may also decide the form and procedure through 
which the transactions relating to the treasury stock are 
executed. 
This authorization is subject to compliance with all other 
applicable legal requirements, shall have a duration of 5 years, 
counted from the date of this General Meeting, and leaves 
without effect, in the unused part, that agreed by the Ordinary 
General Meeting held on May 11, 2018, within the eighth item 
of the Agenda. 
Second. Likewise, to authorize the Board of Directors so that it, 
in turn, may delegate (with the power of substitution when 
appropriate) in favor of the Delegate Committee and/or the 
Chief Executive Officer, pursuant to the provisions of Article 
249bis.l) of the Capital Companies Act, all the delegated powers 
referred to in the first section of this resolution, and all of the 
above without prejudice to the powers of attorney that exist or 
may be conferred in relation to the contents of this resolution."
A. Executive Summary
B. The Repsol Corporate Governance System
1. Regulatory 
framework
2. Ownership 
structure of the 
Company
3. Repsol's 
governance body
4. Committees of 
the Board of 
Directors
5. Remuneration 
of Directors and 
Senior 
Management
6. Related party 
and intra-group 
transactions
7. Financial 
reporting and 
audits
8. Risk Control 
and Management 
Systems
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
20
Annual Corporate Governance Report 2022

2.2.
GENERAL SHAREHOLDERS MEETING
The General Shareholders' Meeting is the sovereign corporate body through which the shareholders' right to participate in the 
Company's decision-making is articulated. The basic principles of its organization and operation are regulated in the Company's 
Bylaws and in its own Regulations, which contain the rules governing its legal and statutory activity, and complete the applicable 
discipline established in current mercantile legislation and in the Company's Bylaws.
The General Shareholders' Meeting, duly called and constituted, shall decide by the majorities required in each case by Law, the 
Company Bylaws and the Regulations of the General Shareholders' Meeting on the matters within its competence and, in particular, 
on the following:
Powers of the General Shareholders' Meeting
• Approval of the Annual Financial Statements of Repsol and of the 
consolidated Annual Financial Statements of its group, of the 
management of the Board of Directors and of the proposed 
distribution of profits.
• Increase and reduction of capital, including the authorization to the 
Board of Directors to increase the share capital under the terms set 
forth in the Capital Companies Act and the limitation and 
suppression of pre-emptive subscription rights.
• Approval of the issuance of debentures and authorization to the 
Board of Directors to do so.
• Appointment and removal of Directors, as well as ratification or 
revocation of appointments by cooptation made by the Board itself.
• Acquisition, disposal or contribution to another company of 
essential operating assets of the Company.
• Transfer to subsidiaries of essential activities carried out up to that 
time by the Company itself, even if the Company retains full control 
of them.
• Approval, when required by law, of structural modifications and, in 
particular, the transformation, merger, spin-off, global assignment 
of assets and liabilities and the transfer of the registered office 
abroad.
•
Approval of the policy on Directors' remuneration.
•
Exemption of the Board Members, on a case-by-case basis, from 
the obligations derived from the duty of loyalty in the following 
cases:
a.
Authorization of the related-party transactions referred to in 
art. 22 bis of the Bylaws.
b.
Waiver of the prohibition to obtain advantages or 
remuneration from third parties, other than the Company 
and its Group, associated with the performance of their 
duties, except in the case of mere courtesy.
c.
Waiver of the obligation not to compete with the Company, 
in accordance with the provisions of Article 44 bis of the 
Company's Bylaws.
•
Approval of transactions whose effect is equivalent to the 
liquidation of the Company.
•
Authorization of the acquisition of treasury stock.
•
Approval of the final liquidation balance sheet.
•
Appointment and, as the case may be, removal of the Auditors.
•
Approval of amendments to the by-laws.
•
Dissolution of the Company.
On the other hand, the Company has not established any decisions that must be submitted to the approval of the General 
Shareholders' Meeting, other than those established by law, involving an acquisition, disposal or contribution to another company of 
essential assets or any other similar corporate transaction.
 
A. Executive Summary
B. The Repsol Corporate Governance System
1. Regulatory 
framework
2. Ownership 
structure of the 
Company
3. Repsol's 
governance body
4. Committees of 
the Board of 
Directors
5. Remuneration 
of Directors and 
Senior 
Management
6. Related party 
and intra-group 
transactions
7. Financial 
reporting and 
audits
8. Risk Control 
and Management 
Systems
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
21
Annual Corporate Governance Report 2022

Quorums for constitution and voting
The valid constitution of the General Shareholders' Meeting is governed by the rules established in the Capital Companies Act. 
However, with regard to the majorities required for the adoption of resolutions, the Company has established in its bylaws, in 
accordance with the legal authorization, a specially reinforced quorum, both at first and second call, of 75% of the voting capital in 
attendance at the General Shareholders' Meeting, for the valid adoption of the resolutions indicated below:
– Authorization of related-party transactions in the cases provided for in Article 22bis of the Company's Bylaws.
– Exemption of a Director from the non-competition obligation, in accordance with the provisions of Article 44bis of the Company's 
Bylaws.
– Amendment of Articles 22bis and 44bis of the Company's Bylaws, relating to related-party transactions and the prohibition of 
competition of the Directors.
– Amendment of section 3 of article 22 of the Company's Bylaws, which contains this particularly reinforced voting regime.
– Amendment of section 8 of article 13 of the Regulations of the General Shareholders' Meeting, which contains this specially 
reinforced voting regime.
The amendment of the Bylaws is governed by the following articles:
Article 21 of the Company's Bylaws
It determines that in order for the General Shareholders' Meeting, whether ordinary or extraordinary, to be able to validly 
resolve on any amendment thereto, the following shall be necessary:
First call: the concurrence of shareholders present or represented who hold at least 50% of the subscribed capital with 
voting rights. 
Second call: the attendance of at least 25% of said capital. 
Article 22 of the Company's Bylaws
It establishes that the valid adoption of the resolution to amend the Bylaws requires the following majorities:
If the capital present or represented exceeds 50% of the subscribed capital with voting rights, the favorable vote of the 
absolute majority will be sufficient, in such a way that the resolution will be understood to be adopted when the votes in 
favor exceed half of the votes corresponding to the shares present and represented at the Meeting. When, on second call, 
shareholders representing 25% or more of the subscribed capital with voting rights attend, without reaching 50%, the 
favorable vote of two thirds of the capital present or represented at the Meeting will be required.
However, and in accordance with what has already been stated above, a specialty is established with respect to the regime 
established in the Capital Companies Law for the amendment of articles 22bis ("Related-party transactions") and 44bis 
("Prohibition of competition") of the Bylaws, as well as the amendment of the special rule itself (article 22.3). These 
amendments to the Bylaws require, for their valid approval, both at first and second call, the favorable vote of 75% of the 
voting capital in attendance at the General Shareholders' Meeting.
Right of attendance
Repsol pays special attention to facilitating attendance and 
participation in the General Shareholders' Meeting. 
In order to facilitate the shareholders' 
right to attend, the Board of Directors 
agreed that at the 2022 General 
Shareholders' Meeting, attendance at the 
General Shareholders' Meeting could 
also be by telematic means. 
Key mechanisms to promote the right to attendance and participation:
– Possibility of electronic voting and proxy voting at the General Shareholders' 
Meeting.
– Section on the corporate website with complete information on the General 
Shareholders' Meeting.
– Streaming of the General Shareholders' Meeting, with simultaneous 
translation into English and sign language.
– Shareholders' electronic forum.
– Telematic assistance, with the possibility of voting and sending questions.
– Shareholder Information Office.
A. Executive Summary
B. The Repsol Corporate Governance System
1. Regulatory 
framework
2. Ownership 
structure of the 
Company
3. Repsol's 
governance body
4. Committees of 
the Board of 
Directors
5. Remuneration 
of Directors and 
Senior 
Management
6. Related party 
and intra-group 
transactions
7. Financial 
reporting and 
audits
8. Risk Control 
and Management 
Systems
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
22
Annual Corporate Governance Report 2022

Shareholders who meet the following conditions may attend the General Meeting:
–
To have their shares registered in the corresponding accounting registry five days prior to the date set for the 
Meeting.
–
To have the corresponding attendance, proxy and remote voting card.
Furthermore, there is no statutory restriction establishing a minimum number of shares required to attend the General Meeting.
The attendance, proxy and remote voting cards shall be issued by the participating entity of Sociedad de Gestión de los Sistemas de 
Registro, Compensación y Liquidación de Valores, S.A. Unipersonal (hereinafter, IBERCLEAR) that in each case corresponds, or by 
the Company itself. 
The aforementioned cards may be exchanged on the day of the Meeting for other standardized documents issued by the Company 
for the purpose of registering attendance at the Meeting:
–
facilitating the preparation of the attendance list;
–
the exercise of voting rights, and 
–
other shareholder rights.
Proxy and voting by remote means of communication prior to the Meeting, and telematic 
attendance.
Shareholders with the right to attend may delegate or cast their vote on the proposals relating to the items on the agenda, prior to the 
Meeting, by means of remote communication, provided that the identity of the participants is duly guaranteed. Provided that the 
Board of Directors so resolves at the time of calling each General Meeting, as permitted by the state of the art and the conditions of 
security, opportunity and simplicity, the shareholders entitled to attend the General Meeting, or their representatives, may do so 
remotely by telematic means that duly guarantee the identity and legitimacy of the shareholder or his representative and allow the 
correct exercise of the shareholder's rights. Where appropriate, the Board of Directors shall indicate in the notice of the meeting the 
most appropriate means to enable attendance by telematic means at each General Shareholders' Meeting. Said means shall be 
published on the Company's website (articles 23 of the Company's Bylaws and 7 of the General Meeting Regulations).
Attendance data and main resolutions adopted at the 2022 General Shareholders' Meeting
On May 6, 2022, at 12:00 noon, the Ordinary General Shareholders' Meeting of Repsol, S.A. was held at the Palacio Municipal de 
Congresos Avenida de la Capital de España-Madrid, unnumbered, Campo de las Naciones, Madrid. The General Meeting was held 
on second call and was constituted with the attendance of a total of 810,219,555 shares, reaching a quorum of 53.1% of the share 
capital.12
A. Executive Summary
B. The Repsol Corporate Governance System
1. Regulatory 
framework
2. Ownership 
structure of the 
Company
3. Repsol's 
governance body
4. Committees of 
the Board of 
Directors
5. Remuneration 
of Directors and 
Senior 
Management
6. Related party 
and intra-group 
transactions
7. Financial 
reporting and 
audits
8. Risk Control 
and Management 
Systems
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
23
Annual Corporate Governance Report 2022
12 Total attendance is 810,219,555 shares, of which 82,334,492 belong to the Company's treasury stock.

Attendance data at the General Shareholders' Meetings
General Meeting Date
% of attendance in 
person13
% by proxy
% remote voting
Total
Electronic voting
Others
08/05/2020
 7.941 %
 39.314 %
 0.049 %
 0.953 %
 48.257 %
Of which free float:
 0.043 %
 39.222 %
 0.049 %
 0.953 %
 40.267 %
26/03/2021
 7.948 %
 42.876 %
 0.070 %
 0.201 %
 51.094 %
Of which free float:
 0.048 %
 40.579 %
 0.070 %
 0.201 %
 40.897 %
06/05/2022
 2.564 %
 49.763 %
 0.091 %
 0.628 %
 53.046 %
Of which free float:
 0.074 %
 44.372 %
 0.091 %
 0.628 %
 45.165 %
Right to information
Information and documentation on corporate governance and the latest general meetings are available on Repsol's corporate 
website, www.repsol.com, in the Shareholders and Investors section, Corporate Governance, at the following links: 
https://www.repsol.com/en/shareholders-and-investors/corporate-governance/index.cshtml
https://www.repsol.com/en/shareholders-and-investors/corporate-governance/annual-general-meeting/index.cshtml
At the General Shareholders' Meeting held on May 6, 2022, the Chairman and Chief Executive Officer reported to the shareholders, 
among other matters, on: (i) the global energy context; (ii) progress in the energy transition; (iii) the macroeconomic environment; 
(iv) the most significant events of the year; (v) the results achieved by the Company; and (vi) its future prospects.
It was also highlighted that the Company had continued to adapt its procedures and internal regulations to the recommendations of 
the Good Governance Code approved by the CNMV and that, as of said date, all of the recommendations applicable to the Company 
had been complied with. All the proposals on the agenda of the 2022 Meeting were approved by a large majority of the shareholders. 
The voting results for each of the resolutions are shown below:
Attendance data and main resolutions adopted at the 2022 Annual General Meeting
First. Review and approval, if appropriate, of the Annual Financial Statements and Management 
Report of Repsol, S.A. and the Consolidated Annual Financial Statements and Consolidated 
Management Report, for fiscal year ended 31 December 2021. 
For
723,095,630
99.342
Against
101,149
0.014
Abstained
4,688,284
0.644
Second. Review and approval, if appropriate, of the proposal for the allocation of results in 2021.
For
727,148,425
99.899
Against
494,920
0.068
Abstained
241,718
0.033
Third. Review and approval, if appropriate, of the Statement of Non-Financial Information for 
fiscal year ended 31 December 2021.
For
726,896,523
99.864
Against
124,887
0.017
Abstained
863,653
0.119
Fourth. Review and approval, if appropriate, of the management of the Board of Directors of 
Repsol, S.A. during 2021.
For
706,691,479
97.088
Against
12,664,973
1.740
Abstained
8,528,611
1.172
Fifth. Appointment of the Accounts Auditor of Repsol, S.A. and its Consolidated Group for fiscal 
year 2022.  
For
727,075,757
99.889
Against
471,233
0.065
Abstained
338,073
0.046
Sixth. Distribution of the fixed amount of 0.325 euros gross per share charged to free reserves. 
Delegation of powers to the Board of Directors or, by substitution, to the Delegated Committee 
or the Chief Executive Officer, to establish the terms of distribution for that which may go 
unforeseen by the General Meeting, to carry out the acts necessary for its execution and to issue 
as many public and private documents as may be required to fulfil the agreement.
For
727,207,313
99.907
Against
117,005
0.016
Abstained
560,745
0.077
Seventh. Approval of a share capital reduction for a maximum amount of 75,000,000 euros, 
through the redemption of a maximum of 75,000,000 of the Company's own shares. Delegation 
of powers to the Board of Directors or, as its replacement, to the Delegate Committee or the 
Chief Executive Officer, to set the other terms for the reduction in relation to everything not 
determined by the General Meeting, including, among other matters, the powers to redraft 
Articles 5 and 6 of the Company's Articles of Association, relating to share capital and shares 
respectively, and to request the delisting and cancellation of the accounting records of the shares 
that are being redeemed.
For
727,177,268
99.903
Against
125,306
0.017
Abstained
582,489
0.080
Resolutions
Number of shares
% over the share capital 
attending
A. Executive Summary
B. The Repsol Corporate Governance System
1. Regulatory 
framework
2. Ownership 
structure of the 
Company
3. Repsol's 
governance body
4. Committees of 
the Board of 
Directors
5. Remuneration 
of Directors and 
Senior 
Management
6. Related party 
and intra-group 
transactions
7. Financial 
reporting and 
audits
8. Risk Control 
and Management 
Systems
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
24
Annual Corporate Governance Report 2022
13 Also includes telematic attendance.

Eighth. Approval of a capital reduction for a maximum amount of 152,739,605 euros, equal to 
10% of the share capital, through the redemption of a maximum of 152,739,605 own shares of the 
Company. Delegation of powers to the Board or, by substitution, to the Delegate Committee or 
the Chief Executive Officer, to resolve on the execution of the reduction, and to establish the other 
terms for the reduction in relation to all matters not determined by the shareholders at the 
General Meeting, including, among other matters, the powers to redraft articles 5 and 6 of the 
Company's Articles of Association, relating to share capital and shares, respectively, and to 
request the delisting and derecognition from the accounting records of the shares that are being 
redeemed.
For
727,178,446
99.903
Against
123,631
0.017
Abstained
582,986
0.080
Ninth. Delegation to the Board of Directors, within the provisions of article 297.1.b) of the 
Spanish Companies Act, of the power to resolve the increase of the capital stock, once or on 
several occasions and at any time within a period of five years, through monetary contributions, 
up to the nominal maximum amount of 763,698,026 euros, leaving without effect the second 
resolution approved by the General Shareholders’ Meeting held on May 11, 2018 under the 
seventh point of the Agenda. Delegation of the powers to exclude the preemptive subscription 
rights in accordance with article 506 of the Spanish Companies Act.
For
661,716,599
90.909
Against
65,812,323
9.042
Abstained
356,141
0.049
Tenth. Authorization to the Board of Directors, with express power of delegation, for the 
derivative acquisition of shares of Repsol, S.A., directly or through subsidiaries, within a period of 
5 years from the resolution of the Shareholders Meeting, leaving without effect, in the part not 
used, the authorization granted by the General Shareholders Meeting held on May 11, 2018 under 
point eighth on the Agenda.
For
708,469,604
97.333
Against
18,341,268
2.520
Abstained
1,074,191
0.148
Eleventh. Re-election as Director of Ms. María del Carmen Ganyet i Cirera.
For
707,866,656
97.250
Against
19,441,843
2.671
Abstained
576,564
0.079
Twelfth. Re-election as Director of Mr. Ignacio Martín San Vicente.
For
717,900,691
98.628
Against
5,079,373
0.698
Abstained
4,904,999
0.674
Thirteenth. Ratification of the appointment by co-optation and re-election as Director of Mr. 
Emiliano López Achurra.
For
701,158,443
96.328
Against
21,686,954
2.979
Abstained
5,039,666
0.692
Fourteenth. Ratification of the appointment by co-optation and re-election as Director of Mr. José 
Iván Martén Uliarte.
For
714,336,730
98.139
Against
8,638,570
1.187
Abstained
4,909,763
0.675
Fifteenth. Advisory vote on the Repsol, S.A. Annual Report on Directors´ Remuneration for 2021.
For
693,746,629
95.310
Against
31,453,922
4.321
Abstained
2,684,512
0.369
Sixteenth. Approval of three new additional cycles of the Long-Term Incentive Programme.
For
700,277,150
96.207
Against
18,350,956
2.521
Abstained
9,256,957
1.272
Seventeenth. Advisory vote on the Company's climate strategy.
For
604,164,760
83.003
Against
105,254,954
14.460
Abstained
18,465,349
2.537
Eighteenth. Delegation of powers to interpret, supplement, develop, execute, rectify and 
formalize the resolutions adopted by the General Shareholders’ Meeting.
For
727,368,717
99.929
Against
176,873
0.024
Abstained
339,473
0.047
Resolutions
Number of shares
% over the share capital 
attending
A. Executive Summary
B. The Repsol Corporate Governance System
1. Regulatory 
framework
2. Ownership 
structure of the 
Company
3. Repsol's 
governance body
4. Committees of 
the Board of 
Directors
5. Remuneration 
of Directors and 
Senior 
Management
6. Related party 
and intra-group 
transactions
7. Financial 
reporting and 
audits
8. Risk Control 
and Management 
Systems
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
25
Annual Corporate Governance Report 2022

3.
Repsol's governance body
3.1.
Composition of the Board of Directors
According to the Company's Bylaws, the Board must consist of a maximum of sixteen (16) and a minimum of nine (9) Board 
Members. The Ordinary General Shareholders' Meeting held on May 31, 2019 approved the setting of the number of members of the 
Board of Directors at fifteen (15). 
The composition of the Board of Directors, as of December 31, 2022, is as follows:
Director
Profile
Committees
First 
appointment
Last 
appointment
Selection 
procedure14
Date of 
birth
Mr. Antonio Brufau Niubó
Chairman - Other Non-executive 
C
07/23/1996
05/31/2019
AGM Resolution
03/12/1948
Mr. Josu Jon Imaz
Chief Executive Officer - Executive
04/30/2014
05/31/2019
AGM Resolution
09/06/1963
Ms. Aurora Catá Sala
Director - Independent Non-Executive 
C C
03/26/2021
26/03/2021
AGM Resolution
13/06/1964
Ms. Arantza Estefanía Larrañaga
Director - Independent Non-Executive 
05/31/2019
05/31/2019
AGM Resolution
05/09/1963
Ms. Carmina Ganyet i Cirera
Director - Independent Non-Executive 
05/11/2018
05/06/2022
AGM Resolution
04/08/1968
Ms. Teresa García-Milá Lloveras
Director - Independent Non-Executive 
C
05/31/2019
05/31/2019
AGM Resolution
07/05/1955
Mr. Emiliano López Achurra
Director - Other Non-executive
24/11/2021
05/06/2022
AGM Resolution
04/02/1956
Mr. Manuel Manrique Cecilia
Director - Independent Non-Executive 
04/25/2013
29/06/2022
Cooptation
01/01/1954
Mr. Iván Martén Uliarte
Director - Independent Non-Executive 
31/03/2022
05/06/2022
AGM Resolution
03/18/1959
Mr. Ignacio Martín San Vicente
Director - Independent Non-Executive 
05/11/2018
05/06/2022
AGM Resolution
05/04/1955
Mr. Mariano Marzo Carpio
Director - Independent Non-Executive 15
C
05/19/2017
26/03/2021
AGM Resolution
09/08/1951
Mr. Henri Philippe Reichstul
Director - Other Non-executive
10/30/2018
05/31/2019
AGM Resolution
04/12/1949
Ms. Isabel Torremocha Ferrezuelo Director - Independent Non-Executive 
05/19/2017
26/03/2021
AGM Resolution
01/25/1964
Mr. J. Robinson West
Director - Independent Non-Executive 
01/28/2015
05/31/2019
AGM Resolution
09/16/1946
Mr. Luis Suárez de Lezo Mantilla
Director Secretary - Other Non-Executive  
02/02/2005
26/03/2021
AGM Resolution
01/25/1951
Committees of the Board of Directors
Delegate Committee
Compensation Committee
Nominating Committee
Audit and Control Committee
Sustainability Committee
C
Chairman of the Committee
Resignations from the Board of Directors in 2022
On June 28, 2022, the Board of Directors took notice of the letter sent by Mr. Manrique to the members of the Board in which he 
communicated his resignation as Director, due to the fact that Sacyr, the shareholder that had proposed his appointment, had 
transferred its entire shareholding in the Company, all of this under the provisions of Article 16.2 of its Regulations and 
Recommendation 24 of the Code of Good Governance. The following day, the Board of Directors agreed to his appointment by co-
option and his re-election as an External Independent Director.
A. Executive Summary
B. The Repsol Corporate Governance System
1. Regulatory 
framework
2. Ownership 
structure of the 
Company
3. Repsol's 
governance 
body
4. Committees of 
the Board of 
Directors
5. Remuneration 
of Directors and 
Senior 
Management
6. Related party 
and intra-group 
transactions
7. Financial 
reporting and 
audits
8. Risk Control 
and Management 
Systems
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
26
Annual Corporate Governance Report 2022
14 Where “AGM” means “Annual General Meeting”.
15The Board of Directors on March 27, 2018 resolved to appoint Mr. Mariano Marzo as Lead Independent Director.

Our Board of Directors
MR. ANTONIO BRUFAU NIUBÓ
CHAIRMAN OF THE BOARD OF DIRECTORS
Non-Executive Director
Director of Repsol by resolution of the Board of Directors since 23 
July 1996, subsequently ratified by the General Shareholders Meeting 
of 6 June 1997 and re-elected by the General Shareholders Meeting 
on 24 March 1999, 4 April 2003, 9 May 2007, 15 April 2011, 30 April 
2015 and 31 May 2019.
Mr. Brufau has been Chairman of the Board of Directors of Repsol 
since 2004.
Background: Bachelor’s degree in Economic Sciences from the 
Universidad de Barcelona. Honorary Doctorate from the Universidad 
Ramón Llull de Barcelona.
Experience: He commenced his professional career at Arthur 
Andersen, where he became Audit Director and Partner. In 1998, he 
joined the “La Caixa” Group as Deputy Chief Executive Officer, 
occupying the position of Chief Executive Officer between 1999 and 
2004. He was also Chairman of the Gas Natural Group between 
1997 and 2004.
Other relevant positions: Antonio Brufau is a member of the 
Business Action Council of the Spanish Confederation of Business 
Organisations (CEOE), member of the Spanish Executives 
Association and the Círculo de Economía business organisation, 
trustee of the private foundation Instituto Ildefons Cerdà, trustee of 
Spanish Confederation of Directors and Executives (CEDE), trustee 
of the Real Instituto Elcano think tank, trustee of the Foundation for 
Energy and Environmental Sustainability (FUNSEAM), trustee of 
COTEC (Foundation for Technological Innovation) and trustee of the 
Fundación Princesa de Girona. He is also the Chairman of 
Fundación Repsol.
Board committees to which he belongs: Chairman of the Delegate 
Committee.
MR. JOSU JON IMAZ
CHIEF EXECUTIVE OFFICER
Executive Director
Josu Jon Imaz was appointed CEO of Repsol following Board 
resolution dated 30 April 2014 and subsequently ratified and re-
elected by the General Shareholders Meeting on 30 April 2015 and 31 
May 2019.
Background: Josu Jon Imaz has a PhD in Chemical Sciences from 
the Universidad del País Vasco. He graduated from the Faculty of 
Chemical Sciences of San Sebastián winning the Award for 
Excellence in Academic Career. He was also a visiting researcher at 
the Harvard Kennedy School in the United States.
Experience: Josu Jon Imaz commenced his professional career in 
research — he was sent by the INASMET Research Centre to the 
French technological centre CETIM, in Nantes — and the promotion 
of industrial (Mondragón Group) and business projects connected to 
the world of energy. He also held various political responsibilities, 
notably including the Basque Country Department of Industry, Trade 
and Tourism in 1999 and the Executive Presidency of the Basque 
Nationalist Party, EAJ-PNV.
He joined Repsol as Chairman of its subsidiary Petronor in 2008, 
where he successfully managed the challenges of modernisation, 
sustainability and environmental relations. From 2010, he combined 
this position with that of Director of New Energies. In 2012, he joined 
Repsol’s Management Committee and was appointed General 
Manager of the Industrial and New Energies Area, responsible, 
among other functions, for coordinating the activities of all the 
industrial complexes. He was also Vice-Chairman of Gas Natural 
SDG, S.A. from September 2016 to February 2018.
Since he was appointed CEO in 2014, he has led the Company's 
transformation process, today consolidated as a global multi-energy 
company, a major player in the electricity and gas market in Spain, 
leading the development of sustainable mobility solutions and 
operating one of the most efficient refining systems in Europe. Under 
his management, Repsol has accelerated the decarbonization 
process of its assets, becoming one of the leaders of the energy 
transition in Spain and the first company in its sector to commit to 
zero net emissions by 2050.
Other relevant positions: Member of Repsol's Executive Committee, 
trustee of Fundación Repsol and Chairman of Fundación Consejo 
España-EE.UU.
Board committees to which he belongs: Member of the Delegate 
Committee.
A. Executive Summary
B. The Repsol Corporate Governance System
1. Regulatory 
framework
2. Ownership 
structure of the 
Company
3. Repsol's 
governance 
body
4. Committees of 
the Board of 
Directors
5. Remuneration 
of Directors and 
Senior 
Management
6. Related party 
and intra-group 
transactions
7. Financial 
reporting and 
audits
8. Risk Control 
and Management 
Systems
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
27
Annual Corporate Governance Report 2022

MS. AURORA CATÁ SALA 
Independent Non-Executive Director
Ms. Catá was appointed Director of Repsol at the Shareholders’ 
Meeting on March 26, 2021.
Background: She holds a bachelor’s degree in Industrial Engineering 
from Universidad Politécnica de Cataluña as well as an MBA and a 
PADE from IESE. She also completed the Massachusetts Institute of 
Technology (MIT) Mentoring Program.
Experience: She began her professional career in the financial sector, 
first at Bank of America and later as CFO at Nissan Motor Ibérica, 
where she led important capital market operations. Subsequently, 
she took over the general management of RTVE in Catalonia and 
later held the position of CEO at Planeta 2010, a company 
encompassing the audiovisual businesses of the Group, which was 
fundamental in its growth and diversification strategy. After that, and 
having also been a founding partner of the start-up Content Arena, 
she became general manager of Audiovisual Media at Recoletos 
Grupo de Comunicación, where she managed the Group’s 
audiovisual business.
Between 2008 and 2020, Ms. Catá was a partner at Seeliger y Conde, 
where she carried out consulting work related to the development of 
organizations based on the identifying internal talent, developing 
competitive compensation policies, designing succession plans, 
attracting talent, and making cultural changes to adapt to new 
business scenarios. She also served as Chairwoman of the Barcelona 
Global Association from 2020 to 2022.
Other relevant positions: She currently holds the position of 
Independent Director, Chairwoman of the Compensation Committee 
and Member of the Nomination Committee and the Risk Committee 
of Banco Sabadell. She is also an Independent Director, Chairwoman 
of the Nomination Committee of Atrys Health. Ms. Catá is also Vice 
Chair of America's Cup Events Barcelona (ACE Barcelona), member 
of the Executive Committee of the IESE Alumni Association, Trustee 
of the Cellnex Foundation and Trustee of CIDOB.
Board committees to which she belongs: Chairwoman of the 
Nomination Committee, Chairwoman of the Compensation 
Committee and member of the Audit and Control Committee.
MS. ARANTZA ESTEFANÍA LARRAÑAGA
Independent Non-Executive Director
Ms. Estefanía was appointed Director of Repsol by the General 
Shareholders Meeting of 31 May 2019.
Background: She graduated in Law with First Class Honours at the 
Universidad de Deusto winning the Award for Excellence in 
Academic Career.
Experience: From its foundation in 2000 until January 2019, she was 
Managing Partner of Uría Menéndez Abogados, S.L.P. in Bilbao. 
During those years, she performed various roles at the firm, notably 
including that of Director of the Practical Area of Procedural, Public, 
Arbitration and Criminal Law in Bilbao. Furthermore, she has been a 
member of Uría Menéndez’s Board of Directors, Professional 
Practice Management Committee and Criminal Risk Prevention 
Committee.
She has earned recognised standing in the area of Commercial Law. 
She has been Secretary of the Board of Directors of several 
companies and entities and is currently the Secretary of the Board of 
Directors of Bilbao Exhibition Centre S.A. (International Trade Fair of 
Bilbao). She has been appointed on several occasions as Arbitrator 
by the Court of Arbitration of the Bilbao Chamber of Commerce to 
resolve commercial disputes.
Over more than thirty years, she has gained vast experience in the 
area of compliance and criminal risk prevention, as well as 
environment and security. In recent years, Ms. Estefanía has given 
multiple lectures with respect to the criminal liability and compliance 
of legal persons and she has also authored several publications.
Ms. Estefanía has been recognized on several occasions since 2013, 
by Best Lawyer in Spain as a leading lawyer in arbitration and 
mediation practices and as lawyer of the year in the procedural 
area.ecognized She also has teaching experience as adjunct lecturer 
of the Civil law Department of the Universidad de Deusto.
Other relevant positions: As of 27 July 2021, she became Director 
and Secretary of the Board of Directors of Repsol Industrial 
Transformation, S.L. (Single-member Company) and on 28 July 2021 
she was appointed Director and Secretary of the Board of Repsol 
Customer Centric, S.L.
She was appointed independent director of Cie Automotive, S.A. on 
29 April 2020 and member of its Audit Committee. Since 15 
December 2021, she is also Chairman of the Nomination and 
Remuneration Committee, member of the Sustainability Committee 
and Coordinating Director. On 8 May 2020, she was appointed 
independent director of Global Dominion Access, S.A., being 
Chairman of its Audit Committee until 12 May 2021. Since that date, 
she is member of the Audit Committee and of the Sustainability 
Committee. Since May 2019, she has formed part of the group of 
experts of the Basque Country Economic and Social Council, the 
advisory body of the Basque Government and Parliament, chairing 
that body’s Economic Commission from December 2019. 
Board committees to which she belongs: Member of the 
Compensation Committee and member of the Sustainability 
Committee.
A. Executive Summary
B. The Repsol Corporate Governance System
1. Regulatory 
framework
2. Ownership 
structure of the 
Company
3. Repsol's 
governance 
body
4. Committees of 
the Board of 
Directors
5. Remuneration 
of Directors and 
Senior 
Management
6. Related party 
and intra-group 
transactions
7. Financial 
reporting and 
audits
8. Risk Control 
and Management 
Systems
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
28
Annual Corporate Governance Report 2022

MS. CARMINA GANYET I CIRERA
Independent Non-Executive Director
Ms. Ganyet was appointed a director of Repsol by the General 
Shareholders' Meeting of May 11, 2018 and reappointed by the 
General Shareholders' Meeting on May 6, 2022.
Background: Ms. Ganyet is an Economic Sciences and Business 
Administration graduate from the Universitat Autònoma de 
Barcelona. In addition, she has completed postgraduate studies at 
ESADE business school.
Experience: She is a specialist in Corporate Finance, M&A and 
capital markets. She commenced her professional career at Arthur 
Andersen. In 1995, she was appointed head of Investment and 
Management Control of the Financial, Property and Insurance Group 
of Caixa Holding (currently Criteria). In 1999, she led Colonial’s IPO 
and, in 2000, she was appointed CFO, joining its Management 
Committee. In January 2009, she was appointed Corporate General 
Manager. She is also member of its ESG Committee and Investment 
Committee.
During these years, she has led the international extension through 
the takeover bid for Société Foncière Lyonnaise (property company 
listed on the Paris stock exchange) and has led the financial 
restructuring of Colonial and executed several corporate transactions 
consolidating Colonial as one of the largest and leading pan-
European office property companies. Moreover, Ms. Ganyet has 
teaching experience as a lecturer in the Faculty of Business 
Administration of the Universitat Ramon Llull.
She has been an independent director of Instituto Catalán de 
Finanzas (ICF) and SegurCaixa Adeslas and a proprietary director of 
SIIC de Paris. She has also received several awards and recognitions 
for her professional career.
Other relevant positions: She is currently Corporate General 
Manager of Inmobiliaria Colonial and is a member of its 
Management Committee and a member of the Board of Directors of 
Société Foncière Lyonnaise (SFL), holding the position of 
Chairwoman of its Audit Committee. She is a member of the Board 
of Directors of Círculo de Economía, member of the Diversity 
Advisory Board of Caixabank, member of the Board of Ethos Ramon 
Llull- Ética y Empresa, member of the Board of ULI-Barcelona, 
member of the Board of Directors Esade-Alumni, and member of the 
Executive Committee of Barcelona Global. 
Board committees to which she belongs: Member of the Delegate 
Committee.
MS. TERESA GARCÍA-MILÁ LLOVERAS
Independent Non-Executive Director
Ms. García-Milá was appointed Director of Repsol by the General 
Shareholders Meeting of 31 May 2019.
Background: Ms. García-Milá has a bachelor's degree in Economic 
Sciences from the Universidad de Barcelona and a PhD in 
Economics from the University of Minnesota.
Experience: She commenced her professional career as interim 
tenured lecturer at the Department of Economics of the State 
University of New York and later at the Department of Economics of 
the Universitat Autònoma de Barcelona (UAB). 
She has been a tenured lecturer and is currently a professor at the 
Department of Economics and Business of the Universidad Pompeu 
Fabra in Barcelona, where she has occupied several academic roles: 
Dean of the Faculty of Economic and Business Sciences, Vice-
Chancellor of Science Policy, and Economics and Business Head of 
Department. Furthermore, among other positions, she has been a 
Director of Banco Sabadell, Enagás and Vueling, and Economics 
Coordinator of the National Assessment and Perspective Agency 
(ANEP).
Other relevant positions: She currently holds the position of Board 
Member at Repsol Renovables, S.A.
She is Director of the Barcelona School of Economics and a 
Professor of the Department of Economics and Business at the 
Universidad Pompeu Fabra in Barcelona.
She is also an honorary member of the Spanish Economics 
Association (of which she has been President), member of the 
Economic Affairs Advisory Board of the Ministry of Economic Affairs 
and Digital Transformation, member of the Management Board of 
the “Centre de Recerca en Economía Internacional” (CREI) research 
centre, and Vice-President of the board of trustees of the Institute for 
Political Economy and Governance (IPEG). 
Ms. García-Mila is a regular speaker at workshops and conferences 
and has authored numerous publications on economic matters. She 
has received distinctions such as the “Distinguished Member” of the 
Catalonia Association of Economists and the “Narcís Monturiol” 
Medal of the Regional Government of Catalonia.
Board committees to which she belongs: Chairwoman of the Audit 
and Control Committee and Member of the Nomination Committee.
A. Executive Summary
B. The Repsol Corporate Governance System
1. Regulatory 
framework
2. Ownership 
structure of the 
Company
3. Repsol's 
governance 
body
4. Committees of 
the Board of 
Directors
5. Remuneration 
of Directors and 
Senior 
Management
6. Related party 
and intra-group 
transactions
7. Financial 
reporting and 
audits
8. Risk Control 
and Management 
Systems
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
29
Annual Corporate Governance Report 2022

MR. EMILIANO LÓPEZ ACHURRA
Other Non-Executive Director
Mr. López Achurra was appointed Director of Repsol by cooptation 
by resolution of the Board of Directors on November 24, 2021 and 
ratified and appointed by the General Shareholders' Meeting on May 
6, 2022.
Background: Mr. López Achurra holds an LLB from the Autonomous 
University of Barcelona and a Master's Degree in International 
Studies from the Paris Institute of Political Studies.
Experience: In 2003, he was appointed director of Gas Natural 
Fenosa, and in 2011, became chairman of IBIL, a company backed by 
the Basque government and Repsol to provide charging stations for 
electric vehicles in Spain. He was previously director of Caja de 
Ahorros Provincial de Gipuzkoa —Kutxa—, BBK Bank/Caja Sur, and 
Sareb. He was also a founding parner of the law firm IBK & LBR, 
specializing in Community law, infrastructure, energy, and the 
environment, as well as the consultancy firms CFI (Consultores de 
Financiación Internacional), DPA (Desarrollo y Protección 
Ambiental) and EF International Strategy. He also held the position 
of Chairman of the Tecnalia Corporation from 2016 until 2020.
Mr. López Achurra is Non-Executive Chairman of Petronor, a 
company of which he was Executive Chairman between May 2016 
and April 2019, and in which he has promoted numerous projects 
related to energy transition and renewable hydrogen production. 
Other relevant positions: Mr. López Achurra is Chairman of the 
Board of Directors of IBIL Gestor de Carga de Vehículo Eléctrico, S.A. 
and Alba Emission Free Energy, S.A. He is also a member of the 
Board of Directors of the Basque Institute of Competitiveness, where 
he has chaired the Energy Chair and has been closely involved in the 
development of the Iberian Gas Hub.
In his academic capacity as professor, he has given numerous 
conferences and seminars at the Universities of the Basque Country, 
Deusto, Vigo, and Santiago de Compostela, the Autonomous 
University of Barcelona, IESE, the Universities of Bordeaux and Pau, 
and the Autonomous Technological Institute of Mexico (ITAM), as 
well as the Basque Institute of Public Administration.
He is currently member of the Advisory Board for Science, 
Technology and Innovation in Spain, the Group of Experts defining 
the RIS3 Galicia strategy, and the Executive Committee of the Basque 
Innovation Agency. Mr. López Achurra is also a Trustee of the Real 
Instituto Elcano and the Novia Salcedo Foundation.
Board committees to which he belongs: Member of the Nomination 
Committee, Member of the Compensation Committee and Member 
of the Sustainability Committee.
MR. MANUEL MANRIQUE CECILIA
Independent Non-Executive Director
Mr. Manrique was appointed Director of Repsol following Board 
resolution dated 25 April 2013 and subsequently ratified and 
appointed by the General Shareholders Meeting on 31 May 2013 and 
re-elected by the General Shareholders Meeting on 19 May 2017 and 
on 26 March 2021 and re-elected by co-option by resolution of the 
Board of Directors on June 29, 2022.
Background: Mr. Manrique has a bachelor’s degree in Roads, Canals 
and Ports Engineering from the Escuela Técnica Superior de Madrid. 
Experience: He commenced his professional career at Ferrovial. In 
1987, he was part of the founding core of Sacyr, becoming its 
International Officer in the late-90s and Construction General 
Manager in 2001. In 2003, coinciding with the merger of Sacyr and 
Vallehermoso, Mr. Manrique was appointed Chairman and CEO of 
the construction division and Board member of the parent company 
of the new Sacyr Vallehermoso Group. In November 2004, he was 
appointed First Vice-Chairman and CEO of Sacyr Vallehermoso, S.A. 
and a member of the Group’s Executive Committee. Since October 
2011, Mr. Manrique has also occupied the position of Chairman of 
the Board of Sacyr, S.A. (previously Sacyr Vallehermoso, S.A.). He 
has over 35 years’ professional experience in the sectors of 
construction, infrastructure concessions, services, equity, 
development and energy.
Other relevant positions: Director of other companies of the Sacyr 
Group and Chairman of the Sacyr Foundation.
Board committees to which he belongs: Member of the Delegate 
Committee.
A. Executive Summary
B. The Repsol Corporate Governance System
1. Regulatory 
framework
2. Ownership 
structure of the 
Company
3. Repsol's 
governance 
body
4. Committees of 
the Board of 
Directors
5. Remuneration 
of Directors and 
Senior 
Management
6. Related party 
and intra-group 
transactions
7. Financial 
reporting and 
audits
8. Risk Control 
and Management 
Systems
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
30
Annual Corporate Governance Report 2022

MR. IVÁN MARTÉN ULIARTE
Independent Non-Executive Director
Mr. Martén was appointed director of Repsol by cooptation by 
resolution of the Board of Directors on March 30, 2022, and ratified 
and appointed at the Annual General Meeting on May 6, 2022.
Background: Mr. Martén Uliarte holds a PhD Summa Cum Laude in 
Economics and Business Administration from the Universidad 
Autónoma de Madrid (1985). His doctoral thesis was awarded the 
Fundación Universidad Empresa prize for the best doctoral thesis. 
He was also awarded the Extraordinary Undergraduate Prize in 1982. 
Experience: Mr. Martén has more than thirty years of international 
experience in the energy and environmental sector, and has 
measured companies in the energy sector (oil, gas and green energy) 
in developing their strategic visions and implementing them in their 
organizations. He has also advised governments and regulators 
around the world on energy and sustainable development issues. 
He joined Boston Consulting Group (BCG) in 1987, having worked in 
its London, Madrid and Dubai offices until his retirement in 
December 2018. From 2016 to 2018, he was vice chairman of energy 
at BCG, and prior to that, he held the position of global leader of the 
Energy practice for 9 years, having advised companies in the sector 
as well as governments and regulators on energy and sustainability 
issues. Additionally, he has been a director and member of the Audit 
Committee of Exolum (formerly Compañía Logística de 
Hidrocarburos CLH, S.A.) between January and December 2017, as 
well as a director of Nefinsa and a member of the global Board of 
Save The Children.
In 2013 he was included in the Top 25 most influential international 
consultants by Consulting magazine. He published a large number 
of journal articles on energy, sustainability and energy transition 
issues. For several years he was a regular columnist for The Experts 
section of the Wall Street Journal. He has also participated as an 
expert at the Ecological Transition Commission of the Spanish 
Congress of Deputies and has been a member of the Basque 
Parliament's Commission of Experts for Energy Transition. Mr. 
Martén is an internationally recognised panellist on energy, 
environmental and geopolitical issues in forums such as IEF 
(International Energy Forum) where he is a member of the Industry 
Advisory Board, WPC (World Petroleum Council), GECF (Gas 
Exporting Countries Forum), IGU (International Gas Union), and 
AMER (Asian Ministerial Energy Roundtable) among others.
Other relevant positions: Mr. Martén is currently chairman of 
Orkestra - Basque Institute of Competitiveness, independent Director 
of Tubacex, S.A. and member of its Strategy and Sustainability 
Committees, director of the renewable energy company ENSO and 
director of EVE (Ente Vasco de la Energía). In addition, he is senior 
fellow of ESADE Geo, member of the Board of Trustees of Aspen 
Institute Spain, University of Deusto and ESADE (where he is a 
member of its Strategy and Audit Committees), and member of the 
Board of the Tecnalia and CEIT technology centres.
In the field of energy transition, he is Chairman of the International 
Advisory Board of Tikehau's T2 Energy Transition Fund, member of 
the International Advisory Board of Innovation Fund Denmark and 
member of the Advisory Board of Women Avenir.
Board committees to which he belongs: Member of the Delegate 
Committee.
MR. IGNACIO MARTÍN SAN VICENTE
Independent Non-Executive Director
Mr. Martín was appointed as a director of Repsol by the General 
Shareholders' Meeting of May 11, 2018 and re-elected by the General 
Shareholders' Meeting on May 6, 2022.
Background: Mr. Martín holds a degree in Industrial Electrical 
Engineering from the University of Navarra. 
Experience: He has developed his professional career in several 
companies, mainly in the industrial sector, such as GKN Automotive 
International, where he has exercised the positions of Chief Executive 
Officer, member of the global Executive Committee and CEO, the 
latter in the United States. 
Mr. Martín has also been Deputy Chief Executive Officer and Vice-
Chairman of Alcatel España and, after his return to the GKN 
Driveline Group, in 1999, he was appointed General Manager for 
Europe, which was GKN's most important region. In 2001, he joined 
the GSB Group as Executive Vice-President, where he led the merger 
with Corporación Industrial Egaña, giving rise to CIE Automotive, 
where he performed the role of CEO until 2012, when he joined 
Gamesa as Chairman and CEO, until its merger with Siemens Wind 
Power in May 2017.
Other relevant positions: He currently occupies the position of 
Director at Acerinox, S.A. and Repsol Renovables, S.A.
Board committees to which he belongs: Member of the Delegate 
Committee.
A. Executive Summary
B. The Repsol Corporate Governance System
1. Regulatory 
framework
2. Ownership 
structure of the 
Company
3. Repsol's 
governance 
body
4. Committees of 
the Board of 
Directors
5. Remuneration 
of Directors and 
Senior 
Management
6. Related party 
and intra-group 
transactions
7. Financial 
reporting and 
audits
8. Risk Control 
and Management 
Systems
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
31
Annual Corporate Governance Report 2022

MR. MARIANO MARZO CARPIO
LEAD INDEPENDENT DIRECTOR
Independent Non-Executive Director
Mr. Marzo was appointed Director of Repsol by the General 
Shareholders Meeting of 19 May 2017 and re-elected by the General 
Shareholders Meeting on 26 March 2021.
Background: Bachelor’s degree in Geology from the Universidad de 
Barcelona; PhD in Geological Sciences from the Universidad de 
Barcelona.
Experience: Mr. Marzo has worked in Europe, the United States, 
South America, the Middle East and North Africa and is a member of 
the American Association of Petroleum Geologists and the European 
Association of Petroleum Geoscientists & Engineers. 
Furthermore, Mr. Marzo has participated in several advisory boards 
on energy matters of the central and autonomous community 
administrations, as well as other institutions, and he has maintained 
a continuous connection with the oil and gas industry, through the 
research applied to the exploration sector and the sedimentological 
characterization of fields.
Mr. Marzo has also formed part of the editorial boards of journals of 
great international prestige in the field of geology, such as Basin 
Research, Geology and Sedimentology, and he has published 
numerous works and worked vastly as a lecturer. His educational 
activity was rewarded with the “Distinction of the Universidad de 
Barcelona for the Best Scientific and Humanist Education Activities” 
in 2014.
Other relevant positions: Mr. Marzo is Professor in the Faculty of 
Earth Sciences of the Universidad de Barcelona (Department of Earth 
and Ocean Dynamics), where he has developed his teaching career 
as a researcher, academic, columnist and lecturer. Since 2019, he is 
Director of the Chair in "Energy Transition University of Barcelona-
Repsol Foundation". Likewise, he is a member of the Advisory Board 
of Club Español de la Energía and was Director of Section 4 (Earth 
Sciences) of the "Reial Acadèmia de Ciències i Arts de Barcelona" 
where he is currently a numerary member.
Board committees to which he belongs: Chairman of the 
Sustainability Committee and Member of the Audit and Control 
Committee.
MR. HENRI PHILIPPE REICHSTUL
Other Non-Executive Director
Mr. Reichstul was appointed Director of Repsol by co-option in 
accordance with a resolution of the Board meeting held on 30 
October 2018 and ratified and re-elected by the General Shareholders 
Meeting on 31 May 2019. Previously, he held this position from 
December 2005 to May 2017.
Background: Mr. Reichstul has a bachelor’s degree in Economic 
Sciences from the São Paulo University and has completed 
postgraduate studies at Hertford College, Oxford.
Experiencia: He has been Secretary of the State Companies Budgets 
Office and Brazil's Vice-Minister for Planning. Between 1988 and 
1999, he performed the role of Vice-Chairman and CEO of Banco 
Inter American Express, S.A. Between 1999 and 2001, he was 
Chairman of Petrolera Estatal Brasileña Petrobras.
Other relevant positions: He is a member of the Advisory Board of 
Lhoist do Brasil Ltda., Chairman and Member of the Supervisory 
Board of Fives Group, Member of the Board of Directors of TAM 
Linhas Aéreas, Vice-Chairman of the Board of Directors of Eneva, 
S.A. and Consultant of Ultrapar Participações, S.A.         
Board committees to which he belongs: Member of the Delegate 
Committee.
A. Executive Summary
B. The Repsol Corporate Governance System
1. Regulatory 
framework
2. Ownership 
structure of the 
Company
3. Repsol's 
governance 
body
4. Committees of 
the Board of 
Directors
5. Remuneration 
of Directors and 
Senior 
Management
6. Related party 
and intra-group 
transactions
7. Financial 
reporting and 
audits
8. Risk Control 
and Management 
Systems
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
32
Annual Corporate Governance Report 2022

MS. ISABEL TORREMOCHA FERREZUELO
Independent Non-Executive Director
Ms. Torremocha was appointed Director of Repsol by the General 
Shareholders Meeting of 19 May 2017 and re-elected by the General 
Shareholders Meeting on 26 March 2021.
Background: Graduate of Chemical Sciences from the Universidad 
Autónoma de Madrid. Postgraduate Specialisation in Plastics and 
Rubber course with the Spanish National Research Council (CSIC), 
Leadership Programme at ISD Business School, Management 
Development Programme at IESE Business School and Corporate 
Finance at IE Business School.
Experience: Ms. Torremocha commenced her professional career at 
Philips Iberia, joining Andersen Consulting ( currently Accenture) in 
1991, where she has developed her career in the 
Telecommunications, Media and High Technology sectors.
She has been Managing Director at Accenture and a Board member 
of Accenture España. During her last stage at Accenture, as Director 
of Transformation Opportunities, Ms. Torremocha has led the 
creation and development of opportunities related to strategic 
transformations in the areas of information technology, business 
process outsourcing and digital transformation in Spain, Portugal 
and Africa. Previously, she has also held international positions, the 
most relevant being that of Chief Operating Officer and member of 
the Executive Committee for Europe, Africa and Latin America, with 
responsibility for the implementation of the business strategy in 
these geographic areas. She was also responsible for diversity and 
equality in the Telecommunications, Media and High Tech division 
in Europe, Africa and Latin America, defining plans to accelerate the 
number of female professionals in management positions and in 
succession plans. 
In addition, during the years 2018 and 2019 she was a collaborator 
and mentor in the Start-Ups accelerator "Atelier by ISEM" of the 
University of Navarra.
Between 2019 and 2022 she was also an independent director and a 
member of the Nomination and Compensation and Audit and 
Control Committees at Indra Sistemas, S.A.
Other relevant positions: She currently holds the positions of 
Director of Banco Santander España, trustee and Chairwoman of the 
Nomination Committee of the "Plan Internacional" Foundation, 
member of the Strategic Board of the CEIT Technology Center, 
member of the Institute of Directors and Administrators (ICA) and 
member of the Spanish Association of Directors (AED).
Board committees to which she belongs: Member of the Audit and 
Control Committee and member of the Sustainability Committee.
MR. J. ROBINSON WEST
Independent Non-Executive Director
Mr. West was appointed Director at Repsol by resolution of the 
Board of Directors on January 28th, 2015. His appointment was 
ratified and he was reelected at the Annual General Meeting on April 
30th, 2015 and on May 31st, 2019.
Background: Graduate of the University of North Carolina Chapel 
Hill and Jurist Doctor from Temple University Law School in 
Philadelphia.
Previous experience: Mr. West is a renowned international expert in 
energy markets, especially areas related to oil & gas. In 1984 he 
founded PFC Energy, a company over which he presided until 2013.
Before founding PFC Energy, he held positions of responsibility in 
government with different administrations. During the Reagan 
administration, as an Assistant Secretary of the Interior, he 
developed and implemented the five-year leasing plan for the U.S. 
Outer Continental Shelf (OCS), the largest non-financial auction in 
the world at that time. 
He served in the Ford administration as the Deputy Assistant 
Secretary of Defense for International Economic Affairs, for which he 
received the Secretary of Defense Medal for Outstanding Civilian 
Service.
Other relevant positions:He is currently the Managing Director of 
The Center for Energy Impact of the Boston Consulting Group and is 
also a Member of the National Petroleum Council, the Council on 
Foreign Relations, Chairman of the Board of Trustees of the German 
Marshall Fund of the United States, Chairman Emeritus of the 
United States Institute of Peace.  He is also Chairman of the Wyeth 
Foundation for American Art and on the Board of Trustees of the 
National Gallery of Art in Washington DC.
Board committees to which he belongs: Member of the Delegate 
Committee.
A. Executive Summary
B. The Repsol Corporate Governance System
1. Regulatory 
framework
2. Ownership 
structure of the 
Company
3. Repsol's 
governance 
body
4. Committees of 
the Board of 
Directors
5. Remuneration 
of Directors and 
Senior 
Management
6. Related party 
and intra-group 
transactions
7. Financial 
reporting and 
audits
8. Risk Control 
and Management 
Systems
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
33
Annual Corporate Governance Report 2022

MR. LUIS SUÁREZ DE LEZO MANTILLA
Other Non-Executive Director  
Secretary of the Board of Directors
Mr. Luis Suárez de Lezo Mantilla was appointed Director of Repsol 
following Board resolution dated 2 February 2005 and subsequently 
ratified and appointed by the General Shareholders Meeting on 31 
May 2005 and re-elected by the General Shareholders Meeting on 14 
May 2009, 31 May 2013, 19 May 2017 and 26 March 2021.
Background: Mr. Suárez de Lezo holds a law degree from the 
Universidad Complutense and is a State Lawyer (on leave). He 
specializes in Commercial and Administrative Law.
Experience: He was a Director of Legal Matters at Campsa until the 
end of the oil monopoly and has worked as an independent 
professional, particularly in the energy sector.
In 2005, he was appointed Managing Director of Repsol, a position 
he held until December 2019, when his executive duties ended.
Furthermore, Mr. Suárez de Lezo was a member of the Board of 
Directors of Exolum (previously Compañía Logística de 
Hidrocarburos, CLH, S.A.) from 2005 to 2010 and of Naturgy Energy 
Group, S.A. from 2010 to 2018.
Other relevant positions: He is currently Secretary of the Board of 
Directors of Repsol, S.A. and Vice-Chairman of Fundación Repsol.
Board committees to which he belongs: Member of the Delegate 
Committee.
Presence in other entities
Pursuant to the provisions of the Regulations of the Board of Directors, the Company's Board Members may not sit on more than 
four Boards of Directors of other listed companies other than Repsol16.
Directors who are also directors or managers, or representatives of directors who are legal entities, of other listed and unlisted 
companies, as well as other remunerated activities, are listed below.
Aurora Catá Sala
Banco Sabadell, S.A.
Director
YES
Ms. Catá is an independent business 
consultant working for several companies.
Altrys Health, S.A.
Director
YES
Arantza Estefanía Larrañaga
CIE Automotive, S.A.
Director
YES
Ms. Estefanía is Chairwoman of the 
Economic Commission of the Economic 
and Social Council of the Basque Country.
Global Dominion Access, S.A.
Director
YES
Bilbao Exhibition Centre, S.A.
Secretary of the Board of 
Directors
YES
Farlet, S.L.
Director and Secretary of the 
Board of Directors
YES
Carmina Ganyet i Cirera
Inmobiliaria Colonial
Corporate General Manager
YES
Ms. Ganyet is a member of Caixabank's 
Diversity Advisory Board.
Societe Fonciere Lyonnaise, S.A.
Director
YES
Teresa García-Milá Lloveras
Sabadell Information Systems, S.A. 
Unipersonal (Sabis)
Chairwoman of the Board of 
Directors
YES
Ms. García-Milá is a professor of 
economics at Pompeu Fabra University, 
and holds the position of Director of the 
Barcelona School of Economics.
Manuel Manrique Cecilia
Sacyr, S.A. 
Chairman and Chief 
Executive Officer
YES
—
Sacyr Construcción, S.A. 
Chairman of the Board of 
Directors
NO
Sacyr Concesiones, S.L.
Chairman of the Board of 
Directors
NO
Sacyr Servicios, S.A.
Director
NO
Director name
Corporate name of the entity, whether 
listed or not
Profile
Remunerated 
YES/NO
Other remunerated activities
A. Executive Summary
B. The Repsol Corporate Governance System
1. Regulatory 
framework
2. Ownership 
structure of the 
Company
3. Repsol's 
governance 
body
4. Committees of 
the Board of 
Directors
5. Remuneration 
of Directors and 
Senior 
Management
6. Related party 
and intra-group 
transactions
7. Financial 
reporting and 
audits
8. Risk Control 
and Management 
Systems
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
34
Annual Corporate Governance Report 2022
16Pursuant to the provisions of Article 18 of the Regulations of the Board of Directors, for purposes of this rule: (a) all the Boards of companies that form part of the same group 
shall be computed as a single Board, as well as those of which the Director sits on as a proprietary director proposed by any company of that group, even if the shareholding in 
the capital of the company or its degree of control does not allow it to be considered as a member of the group; and (b) those Boards of patrimonial companies or companies 
that constitute vehicles or complements for the professional year of the Director himself, of his spouse or person with an analogous relationship of affection, or of his closest 
relatives, shall not be computed. Exceptionally, and for duly justified reasons, the Board may exempt the Director from this prohibition. Likewise, the Director must inform the 
Nomination Committee of his other professional obligations, as well as of any significant changes in his professional situation, and those affecting the nature or condition by 
virtue of which he was nominated as a Director.

Iván Martén Uliarte
Tubacex, S.A.
Director
YES
Mr. Martén is Chairman of the 
International Advisory Board of the T2 
Energy Transition Fund - Tikehau Capital.
Energy Environment and Sustainability, 
S.L. (ENSO)
Director
YES
Ignacio Martín San Vicente
Acerinox, S.A.
Director
YES
—
Mariano Marzo Carpio
—
Mr. Marzo is Emeritus Professor at the 
University of Barcelona, Member of the 
Board of AGBAR, columnist in different 
newspapers and occasional contributor to 
other written and online publications. He 
also participates as a lecturer or panelist in 
several events.
Henri Philippe Reichstul
Lhoist do Brasil Ltda.
Advisory Board Member
YES
Mr. Reichstul is a consultant at Ultrapar 
Participações, S.A.
Fives Group
Chairman and Member of 
the Supervisory Board 
YES
TAM Linhas Aéreas
Member of the Board of 
Directors 
YES
Eneva, S.A.
Vice Chairman of the Board 
of Directors 
YES
Isabel Torremocha 
Ferrezuelo
Banco Santander España
Director
YES
—
J. Robinson West
The Center for Energy Impact of the 
Boston Consulting Group
General Manager 
YES
—
Director name
Corporate name of the entity, whether 
listed or not
Profile
Remunerated 
YES/NO
Other remunerated activities
Positions in other companies or entities of the Group:
Director name
Corporate name of the Group entity
Profile
Remunerated (YES/NO)
Executive Functions
Arantza Estefanía Larrañaga
Repsol Industrial Transformation, S.L. (Sole-
Shareholder Company)
Director 
Secretary
NO
NO
Repsol Customer Centric, S.L. 
Director 
Secretary
YES
NO
Teresa García-Milá Lloveras
Repsol Renovables, S.A.
Director 
NO
NO
Emiliano López Achurra
Petróleos del Norte,S.A.
Chairman
YES
NO
Alba Emission Free Energy, S.A.
Chairman
NO
NO
IBIL Gestor de Carga de Vehículo Eléctrico, S.A.
Chairman
NO
NO
Ignacio Martín San Vicente
Repsol Renovables, S.A.
Director
NO
NO
Promoting diversity
The Company has a Policy on diversity in the composition of the Board of Directors and the Selection of Directors17, which was 
approved by the Board of Directors on December 16, 2015 and amended on February 17, 2021, in order to adapt it to the changes 
introduced in Article 529 bis of the Capital Companies Act -and in recommendations 14 and 15 of the CNMV's Good Governance 
Code for listed companies published on June 26, 2020-. Said Policy establishes the diversity criteria, in a broad sense, that must be 
complied with regarding the composition of the Board of Directors. In accordance with this policy, candidates for Board Members 
must be persons whose appointment favors the diversity of skills, knowledge, experience, nationalities, age and gender on the Board 
of Directors, so as to achieve a diverse and balanced composition of the Board as a whole, which enriches decision-making and 
contributes plural points of view to the discussion of the matters within its competence.
On the other hand, the Regulations of the Board of Directors expressly grant the Appointments Committee the duty to ensure that, 
when filling new vacancies or appointing new Board Members, the selection procedures do not suffer from implicit biases that could 
imply any discrimination, and that women who meet the professional profile sought are deliberately sought and included among the 
potential candidates, reporting to the Board on the initiatives adopted in this respect and the results thereof. 
Likewise, Article 32 of the Company's Bylaws establishes that the General Shareholders' Meeting and the Board of Directors, using 
their powers of proposal to the Shareholders' Meeting and co-optation to fill vacancies, shall endeavor, in relation to the composition 
of the Board of Directors, to apply policies of professional, knowledge and experience, international and gender diversity.
A. Executive Summary
B. The Repsol Corporate Governance System
1. Regulatory 
framework
2. Ownership 
structure of the 
Company
3. Repsol's 
governance 
body
4. Committees of 
the Board of 
Directors
5. Remuneration 
of Directors and 
Senior 
Management
6. Related party 
and intra-group 
transactions
7. Financial 
reporting and 
audits
8. Risk Control 
and Management 
Systems
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
35
Annual Corporate Governance Report 2022
17 The Diversity Policy for the composition of the Board of Directors and the selection of directors is available on the corporate website.

Thus, within the process of selecting new candidates, the Appointments Committee is responsible for ensuring that the diversity of 
the Board is guaranteed in order to guarantee effectiveness in the performance of its functions. Thus, in the selection of candidates, a 
combination of experiences and skills is sought to provide an environment on the Board where different perspectives are brought to 
the surface and the quality of decision-making is guaranteed. 
In any case, before making the proposal for the appointment of an Independent Director, the Appointments Committee shall confirm 
that the candidate adequately complies with the requirements established for this purpose in the Law, the Company's Bylaws and the 
Regulations of the Board of Directors. In this way, within the selection process, it is sought that the candidates for the position of 
Director of the Company are honorable, suitable persons, who enjoy recognized prestige, possess the appropriate professional 
knowledge and experience for the performance of their duties and that they have the necessary availability for the performance of 
such duties. In particular, they must be professionals of integrity whose conduct and professional career are in line with the principles 
set out in the Repsol Group's Code of Ethics and Conduct and with the Company's vision and values.
Nationality
Gender
Term of office of Directors18
1
 
U.S.A.
(Mr. J. Robinson West)
1
Brazil
(Mr. Henri Phillipe Reichstul)
13
Spain
Areas of competence
A. Executive Summary
B. The Repsol Corporate Governance System
1. Regulatory 
framework
2. Ownership 
structure of the 
Company
3. Repsol's 
governance 
body
4. Committees of 
the Board of 
Directors
5. Remuneration 
of Directors and 
Senior 
Management
6. Related party 
and intra-group 
transactions
7. Financial 
reporting and 
audits
8. Risk Control 
and Management 
Systems
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
36
Annual Corporate Governance Report 2022
18 The seniority analysis includes only non-executive directors, including the Chairman (14 directors).
More than 
7 years
20%
4-7 years
40%
0-3 years
33%
Women
33.3%
87%
87%
93%
80%
100%
87%
87%
80%
47%
73%
33%
73%
Top Management
Energy sector knowledge
International Experience
Financing and accounting
Risk management
Strategy
Institutional experience and Public Sector
Legal and Corporate Governance
Technology
University and investigation
Commercial / Retail
Sustainability

Equal opportunity and diversity
Repsol as a company defends that generational, cultural, sexual and gender diversity and the 
integration of people with different abilities contribute to the generation of different and 
innovative ideas and perspectives, providing added value that allows benefiting from mutual 
learning based on the principle of equality and non-discrimination that governs all actions. With 
regard to gender diversity, the company has raised the presence of women on its Board of 
Directors year after year, from 20% in 2018 to 33.3% at the end of 2022. The presence of women 
on the Delegate Committee has also increased by 11% following the appointment of Ms. Carmina 
Ganyet as a member. 
In 2020, the Company undertook the commitment to increase the number of female Directors to reach at least 40% of the total 
number of members of the Board of Directors. In this regard, for some months now, the Appointments Committee has been carrying 
out, with the support of a specialized external consultant, a process of active search and analysis of potential female candidates in 
order to propose, at the next General Shareholders' Meeting in 2023, the appointment of a woman as a Director and thus achieve the 
aforementioned objective and favor, in addition to gender diversity, the maximization of talent within the Board of Directors.
On the other hand, Repsol is also committed to achieving gender equality among its employees and works on this on a daily basis 
through various programs. In this regard, the company aims to reach 35% of women in leadership positions by 2025 -in 2022 it 
stands at 32.2%, 2.54% more than in 2021-. In addition, the percentage of women out of the total number of members of Senior 
Management stands at 16.7% in 2022.19
The following table shows the evolution of the presence of women on the Board and on the Board of Directors' Committees over the 
last five years:
2022
2021
2020
2019
2018
N.
%
N.
%
N.
%
N.
%
N.
%
Board of Directors
5
33.3%
5
35.7%
5
33.3%
5
33.3%
3
20%
Delegate Committee
1
11%
—
—
—
—
—
—
—
—
Audit and Control Committee
3
75%
4
100%
4
100%
4
100%
3
60%
Nomination Committee
2
67%
3
60%
3
75%
3
75%
1
25%
Compensation Committee
2
67%
3
75%
2
50%
2
50%
1
25%
Sustainability Committee
2
50%
2
50%
2
50%
2
50%
—
—
With regard to the percentage of Independent Outside Directors, the category to which all female members of the Board belong, this 
figure has risen from 37.5% in 2018 to 50% in 2022.
Female Directors
33.3%
35.7%
33.3%
33.3%
20%
50%
62.5%
55.6%
62.5%
37.5%
% female directors out of the total number of members of the Board of Directors
% of independent female directors out of the total number of independent directors on the Board of Directors
2022
2021
2020
2019
2018
A. Executive Summary
B. The Repsol Corporate Governance System
1. Regulatory 
framework
2. Ownership 
structure of the 
Company
3. Repsol's 
governance 
body
4. Committees of 
the Board of 
Directors
5. Remuneration 
of Directors and 
Senior 
Management
6. Related party 
and intra-group 
transactions
7. Financial 
reporting and 
audits
8. Risk Control 
and Management 
Systems
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
37
Annual Corporate Governance Report 2022
19   For more information on the composition of senior management, please see section "B. REPSOL'S CORPORATE GOVERNANCE SYSTEM - 5. Remuneration of Directors and 
Senior Management" of this Report.

Compliance with the Diversity Policy in the composition of the Board of Directors and Selection of 
Directors
Without prejudice to the right to proportional representation recognized in the Capital Companies Act, the process of selecting 
candidates for Director is based on a prior evaluation, carried out by the Appointments Committee, of the needs of the Repsol Group 
and the skills, knowledge and experience required on the Board in view of the nature and complexity of the businesses carried out by 
the Group, also considering the commitment assumed by the Board of Directors to promote an appropriate and diverse 
composition. 
In compliance with the principles contained in the "Policy on Diversity in the Composition of the Board of Directors and Selection of 
Directors" (the "Policy"), the Nominating Committee conducted an analysis throughout the year of the structure, size and 
composition of the Board of Directors, as well as the skills, knowledge and experience required to perform its duties. 
At the beginning of 2022, there was a vacancy on the Board of Directors as a result of the death of Mr. Rene Dahan in November 
2021. With regard to this vacancy, the Appointments Committee carried out a prior analysis of the needs of the Repsol Group and the 
competencies and skills that were appropriate to include or reinforce at that time on the Board of Directors, analyzing several profiles 
from a list of possible candidates for the position of Director, following the guidelines established in the Policy. Likewise, the 
Appointments Committee has ensured that there was no discrimination for any reason and, in particular, for reasons of gender, age 
or disability. 
By virtue of the foregoing, and after analyzing the different profiles presented and confirming their availability and compatibility of the 
position with their other professional obligations and evaluating their suitability to be a Director of Repsol in view of the needs of the 
Group and the challenges faced by the Company, the Appointments Committee agreed to propose to the Board of Directors the 
nomination by co-optation of Mr. Iván Martén Uliarte as Director, with the category of Independent, as agreed by this body on March 
30. The General Shareholders' Meeting approved the ratification of his nomination by cooptation and his re-election as Board 
Member on May 6, 2022.
Likewise, last June 28, Mr. Manrique resigned as External Proprietary Director due to the exit of Sacyr from Repsol's capital, and the 
Board of Directors agreed, in the meeting held on June 29, his re-election and reclassification as "External Independent Director".
On the other hand, for some months now, the Appointments Committee has been carrying out, with the support of a specialized 
external consultant, a rigorous process of search and analysis of potential female candidates in order to propose, at the next General 
Shareholders' Meeting in 2023, the nomination of a woman as Director and thus reach the target of 40% representation of the total 
number of members of the Board of Directors.
Board Member Selection Process
The selection process for Board Members is governed by the Policy on Diversity in the Composition of the Board of Directors and the 
Selection of Board Members.
Selection, appointment and cessation process
1. Assessment and selection of candidates 
The Nomination Committee is the body responsible for evaluating the skills, knowledge and experience required on the Board and 
for defining the functions and aptitudes required of the candidates to fill each vacancy, as well as the time and dedication necessary 
for the proper performance of their duties.
A. Executive Summary
B. The Repsol Corporate Governance System
1. Regulatory 
framework
2. Ownership 
structure of the 
Company
3. Repsol's 
governance 
body
4. Committees of 
the Board of 
Directors
5. Remuneration 
of Directors and 
Senior 
Management
6. Related party 
and intra-group 
transactions
7. Financial 
reporting and 
audits
8. Risk Control 
and Management 
Systems
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
38
Annual Corporate Governance Report 2022

2. Appointment of Directors
Board members are appointed by the General Meeting, without prejudice to the right of the Board to nominate shareholders by co-
optation to fill any vacancies that arise, up to the next General Meeting.
The proposals for the appointment, ratification or re-election of Directors that are submitted at the General Meeting, as well as 
appointments by the co-optation, will be approved by the Board: (i) upon proposal by the Nomination Committee in the case of 
Independent Directors, or (ii) subject to a report by the Nomination Committee in the case of other Directors.
Within its powers to submit proposals at the General Meeting or appointment by co-optation, the Board may not propose as 
candidates or appoint as Directors any persons affected by any of the incompatibilities or prohibitions established by law, the 
Company Bylaws or regulations or any persons, companies or entities with a permanent conflict of interests with the Company, 
including its competitors or their directors, executives or employees, or any persons related to or proposed by them.
In order to be considered for appointment, candidates must have recognized prestige and sufficient professional experience and 
expertise to perform their duties, in addition to meeting the requirements stipulated for the position by law and the Company 
Bylaws.
Furthermore, those persons indicated in Article 13.2 of the Board of Directors Regulations may not be nominated or appointed as 
Independent Directors. A Director who holds a stake in the Company may be appointed as an Independent Director, provided they 
meet all the conditions established in the Board of Directors Regulations and inapplicable legislation, and they do not hold a 
significant interest.
For the purpose of assessing the independence of the Directors, the Appointments Committee takes into account the provisions of 
the Corporate Enterprises Act, the Good Governance Code for Listed Companies, internal regulations (Policy on Diversity in the 
Composition of the Board of Directors and Selection of Directors and Article 13.2 of the Board of Directors Regulations), and the 
policies of the most significant shareholders and proxy advisors, and verifies that Independent Directors do not have any significant 
direct or indirect relationship with Repsol that could interfere with the independent performance of their duties and carries out the 
necessary materiality tests.
The Company Bylaws and the Board Regulations do not establish any age limit for Directors or set any additional limit regarding the 
term of office for Independent Directors other than that stipulated in applicable legislation. Likewise, no specific requirements are 
established to be elected as Chairman of the Board in addition to those established for the selection of Directors. 
It should also be noted that in 2022, no Proprietary Directors were appointed at the request of shareholders with a stake of less than 
3% in the share capital, and there were no formal requests for a place on the Board from shareholders whose stake is equal to or 
greater than that of others that had been appointed Proprietary Directors.
3. Re-election of Directors
Directors will hold office for a maximum of four years, after which they will be eligible for re-election for one or several periods of 
equal duration. Directors appointed by co-optation will hold office until the next General Meeting following their appointment, at 
which their appointment will be subject to ratification.
The Nomination Committee is responsible for assessing the quality of their work and dedication of the Directors proposed during 
their previous term in office.
4. Cessation
Directors will stand down from office upon expiry of the term for which they were appointed and in all the other cases where this is 
required by law, the Company Bylaws and the Board of Directors Regulations.
The Board of Directors will not propose the removal of any Independent Non-Executive Director before the end of the period for 
which they were appointed, except where just cause is found by the Board, based on a proposal from the Nomination Committee. 
In particular, such a proposal will be justified if the Director (i) has failed to discharge the duties inherent to their position; (ii) is in 
any of the situations described in Article 16.2 of the Board of Directors Regulations, which is reproduced in subsection “Resignation 
of Directors” below; or (iii) falls into any of the circumstances of incompatibility to be considered an Independent Non-Executive 
Director.
The removal of an Independent Non-Executive Director may also be proposed as a result of takeover bids, mergers or other similar 
corporate transactions which involve a change in the Company’s capital structure, to the extent that such removal is necessary in 
order to establish a reasonable equilibrium between Proprietary Non-Executive Directors and Independent Non-Executive Directors 
based on the ratio of capital represented by the former to the rest of the capital.
Directors who give up their place before their tenure expires, through resignation or otherwise, should state their reasons in a letter 
to be sent to all other members of the Board of Directors.
A. Executive Summary
B. The Repsol Corporate Governance System
1. Regulatory 
framework
2. Ownership 
structure of the 
Company
3. Repsol's 
governance 
body
4. Committees of 
the Board of 
Directors
5. Remuneration 
of Directors and 
Senior 
Management
6. Related party 
and intra-group 
transactions
7. Financial 
reporting and 
audits
8. Risk Control 
and Management 
Systems
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
39
Annual Corporate Governance Report 2022

Resignation of Directors
Directors must tender their resignation to the Board of Directors and, if the Board considers it appropriate, resign in the following 
cases:
a)
When they are involved in any of the situations of incompatibility or prohibition established by law, the Company 
Bylaws or applicable regulations.
b)
When they have been seriously reprimanded by the Nomination Committee or by the Audit and Control Committee for 
having breached their duties as Directors. 
c)
When, in the opinion of the Board, based on a report by the Nomination Committee:
i.
Their remaining on the Board could jeopardize the interests of the Company or adversely affect the functioning 
of the Board or the standing and reputation of the Company; or
ii.
When the reasons for their appointment no longer exist. Directors will find themselves in this position, 
particularly in the following cases:
◦
Proprietary Non-Executive Directors, when the shareholder they represent or who proposed their 
appointment transfers its entire shareholding. They will also offer their resignation and, should the Board 
deem fit, step down from the Board, in the corresponding proportion, if the shareholder reduces its 
shareholding interest to a level requiring a reduction in the number of its Proprietary Non-Executive 
Directors.
◦
Executive Directors, when they cease to hold the executive positions outside the Board with which their 
appointment as Director is associated.
Article 19 of the Board of Directors Regulations provides that Directors will notify the Board as soon as possible and keep it up to 
date on any situations in which they may be involved and that could harm the Company’s name or reputation, to enable the Board to 
assess the circumstances, particularly in this regard.
3.2.
Competencies of the Board of Directors
The Board of Directors of Repsol met on 14 occasions in fiscal year 2022. No non-attendance or attendance by proxy by any Director 
has been recorded. 
Meetings of the Board and attendance of its members
14
Number of meetings attended by at least 80% of the 
Board Members.
14
Number of meetings attended in person by all the Board 
Members (or by proxy with specific instructions).
100%
Attendance in person over the total number of votes 
during the fiscal year.
100%
Of votes cast with physical attendance (and proxies made 
with specific instructions) over the total votes cast during 
the fiscal year.
The Chairman of the Board of Directors attended all the meetings held during 2022.
A. Executive Summary
B. The Repsol Corporate Governance System
1. Regulatory 
framework
2. Ownership 
structure of the 
Company
3. Repsol's 
governance 
body
4. Committees of 
the Board of 
Directors
5. Remuneration 
of Directors and 
Senior 
Management
6. Related party 
and intra-group 
transactions
7. Financial 
reporting and 
audits
8. Risk Control 
and Management 
Systems
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
40
Annual Corporate Governance Report 2022

Attendance at meetings of the Board of Directors
Director
In person
By proxy
% of attendance in 2022
Antonio Brufau Niubó
14
—
100%
Josu Jon Imaz 
14
—
100%
Aurora Catá Sala 
14
—
100%
Arantza Estefanía Larrañaga 
14
—
100%
Carmina Ganyet i Cirera
14
—
100%
Teresa García-Milá Lloveras 
14
—
100%
Emiliano López Achurra 
14
—
100%
Manuel Manrique Cecilia
14
—
100%
Iván Martén Uliarte  (1)
11
—
100%
Ignacio Martín San Vicente
14
—
100%
Mariano Marzo Carpio
14
—
100%
Henri Philippe Reichstul
14
—
100%
Isabel Torremocha Ferrezuelo
14
—
100%
J. Robinson West
14
—
100%
Luis Suárez de Lezo Mantilla
14
—
100%
(1) Mr. Martén accepted his appointment as a Director following the meeting held on March 30, 2022.
Duties of Directors
The duties of the Directors are set forth in the Regulations of the Board of Directors. Article 17 of these Regulations establishes that 
the Directors, in the performance of their duties, shall act in good faith in the best interest of the Company, with the diligence of an 
orderly businessman and the loyalty of a faithful representative. 
Articles 18 to 23 of the Regulations of the Board of Directors set forth the obligations of the Directors in compliance with their duties 
of diligence, loyalty, non-competition, use of information and corporate assets, and taking advantage of business opportunities, as 
well as the requirements established in relation to related party transactions that the Company carries out with Directors, with 
significant shareholders represented on the Board or with persons related to them.  
Voting procedures
The adoption of resolutions by the Board of Directors requires the vote in favor of the majority of the Directors attending in person or 
by proxy, except in those cases indicated below. 
A. Executive Summary
B. The Repsol Corporate Governance System
1. Regulatory 
framework
2. Ownership 
structure of the 
Company
3. Repsol's 
governance 
body
4. Committees of 
the Board of 
Directors
5. Remuneration 
of Directors and 
Senior 
Management
6. Related party 
and intra-group 
transactions
7. Financial 
reporting and 
audits
8. Risk Control 
and Management 
Systems
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
41
Annual Corporate Governance Report 2022

Matters requiring a reinforced regime of majorities other than legal majorities
• The amendment of Articles 20 and 23 of the Regulations of the Board of Directors relating, respectively, to the non-competition 
obligation and related-party transactions requires the favorable vote of three-fourths of the members of the Board of Directors.
• The favorable vote of two-thirds of the members not involved in a conflict of interest is required to authorize Directors to provide advisory 
or representation services to companies competing with the Company, subject to a favorable report from the Nomination Committee. 
The favorable vote of two thirds of the members not involved in a conflict of interest is also required to waive the incompatibility due to 
conflict of interest in the context of a proposal to the Meeting or nomination by cooptation of candidates or Directors.
• The favorable vote of two thirds of the members not involved in a conflict of interest is required for the authorization of related-party 
transactions of the Company with Directors, significant shareholders represented on the Board or persons related thereto whose amount 
exceeds 5% of the Group's assets according to the last consolidated financial statements approved by the General Shareholders' 
Meeting, whose object is strategic assets of the Company, which involve the transfer of relevant technology of the Company or which are 
aimed at establishing strategic alliances and do not consist of mere agreements for action or execution of alliances already established. 
All of the above provided that the transaction is fair and efficient from the point of view of the Company's interest, that after having 
obtained the corresponding report from an independent expert of recognized prestige in the financial community on the reasonableness 
and adaptation to market conditions of the terms of the related transaction, the Nomination Committee has issued a favorable report 
and that reasons of opportunity make it advisable not to wait until the next General Shareholders' Meeting to obtain the authorization.
Without prejudice to the duty of the Board Members to attend the meetings of the bodies of which they form part or, failing this, if 
they are unable to attend the meetings to which they have been called for justified reasons, to instruct the Board Member who, as the 
case may be, will represent them, each member of the Board of Directors may confer his representation to another, without limiting 
the number of representations that each one may hold for the attendance to the Board. All of the foregoing shall be subject to the 
provisions of the Law.
The representation of absent Board Members may be conferred by any written means, being valid the letter or e-mail addressed to 
the Chairman or the Secretary of the Board.
3.3.
Activities of the Board of Directors
The Board of Directors of Repsol is the organic representative of the Company and is responsible for directing and managing the 
business and interests of the Company, in all matters not reserved to the General Shareholders' Meeting. In particular, the Board of 
Directors is responsible for approving the Company's strategy and the organization required to put it into practice, as well as 
supervising and controlling that management meets the objectives set and respects the Company's corporate purpose and interests; 
approving acquisitions and disposals of those assets of the Company or its subsidiaries which, for whatever reason, and without 
prejudice to the intervention of the General Shareholders' Meeting when legally required, are particularly significant.
The specific rules relating to its powers, composition, term of office, call and quorum of the meetings, form of adoption of 
resolutions and distribution of positions within the Board are included in the Company's Bylaws (Articles 31 to 36) and in the 
Regulations of the Board of Directors.
A. Executive Summary
B. The Repsol Corporate Governance System
1. Regulatory 
framework
2. Ownership 
structure of the 
Company
3. Repsol's 
governance 
body
4. Committees of 
the Board of 
Directors
5. Remuneration 
of Directors and 
Senior 
Management
6. Related party 
and intra-group 
transactions
7. Financial 
reporting and 
audits
8. Risk Control 
and Management 
Systems
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
42
Annual Corporate Governance Report 2022

Main activities in 2022
During fiscal year 2022, the Board has examined, discussed and issued proposals or reports on those matters reserved to its 
competence, among which the following are noteworthy:
• Preparation of Financial Statements and Management Report, both 
individual and consolidated, for 2021.
• Review of the quarterly financial information corresponding to the 1st 
and 3rd quarters of 2022.
• Approval of the 2021 Annual Financial Report and the Half-Yearly 
Financial Report for the 1st half of 2022.
• Information on the progress of the financial year (activity report, 
business performance and income statement).
• Annual Corporate Governance Report 2021.
• Matters related to compensation:
–
Annual Report on Directors' Remuneration for the financial year 
2021.
–
Approval of the compensation of the Directors for their 
membership of the Board and its Committees, as well as, in the 
case of the Chief Executive Officer for the performance of his 
executive duties. 
–
Approval of the settlement of the Long-Term Incentive 2018-2021 
and the proposal for the Long-Term Incentive 2022-2025.
–
Proposal for three additional new cycles of the Long-Term 
Incentive Program.
–
2023 Share Buyback Plan.
• Call of the 2022 General Shareholders' Meeting, preparation of the 
proposed resolutions and reports on such proposals and execution of 
the resolutions adopted.
• Annual Budget 2022 and monitoring thereof and the results of 
exploration activity 2021.
• Investments and operations of the Company reserved to the approval 
of the Board of Directors. In particular, the sale of a minority stake in 
Repsol Renovables and in the Exploration and Production business.
• Approval of certain transactions with significant shareholders. 
• Monitoring of strategic commitments.
• Follow-up of the legal proceedings related to Cenyt's hiring.
• Decisions related to the issuance of financial instruments.
• Matters related to shareholder remuneration: proposals for capital reductions 
through cancellation of treasury stock; proposals for distribution of dividends 
from free reserves and distribution of additional interim dividends against the 
financial year's results.
• Report on meetings held with investors.
• Issues related to energy transition and technologies, such as:
–
New investment cycle in Corporate Venturing.
–
Critical minerals for the energy transition.
–
Report on Artificial Intelligence technologies.
–
Technologies and processes for the transformation of waste to low-
emission products.
• Approval of Corporate Policies.
• Tax policy and main tax actions in 2021.
• Impacts of the Russian invasion of Ukraine and actions in Refining.
• Report on gas markets.
• Cybersecurity programs.
• Assessment of the Board and its Committees.
• Issues related to the composition of the Board of Directors and its 
Committees.
• Organizational evolution of Senior Management.
• Appointment and re-election of Trustees of the Fundación Repsol.
• Calendar of meetings of the Board of Directors and Delegate Committee for the 
year 2023.
In 2022, the Board of Directors has been regularly informed, directly and through the Audit and Control Committee, of the 
proceedings before the Central Examining Court of the National High Court in relation to the contracting of the company Centro 
Exclusivo de Negocios y Transacciones, S.L. (Cenyt). 
By Order dated January 30, 2023, the Criminal Court of the Audiencia Nacional has confirmed the dismissal and filing of the 
proceedings with respect to Repsol, S.A., its Chairman, the Secretary Director and two former executives. The Court points out in 
these Orders that they are final and no appeal can be filed against them.
The Court concludes that there has been no unlawfulness or irregularity whatsoever in the conduct of the aforementioned individuals 
and recognizes, with respect to Repsol, the profound culture of regulatory compliance that prevailed in the Company and that, even 
before the introduction of specific mandatory legal provisions, it had a code of ethics and conduct and specific internal rules of due 
control for all its employees, executives and collaborators, at the level of the most advanced and demanding international standards.
A. Executive Summary
B. The Repsol Corporate Governance System
1. Regulatory 
framework
2. Ownership 
structure of the 
Company
3. Repsol's 
governance 
body
4. Committees of 
the Board of 
Directors
5. Remuneration 
of Directors and 
Senior 
Management
6. Related party 
and intra-group 
transactions
7. Financial 
reporting and 
audits
8. Risk Control 
and Management 
Systems
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
43
Annual Corporate Governance Report 2022

3.4.
Functioning of the Board of Directors
There is a working environment of open dialogue on the Board that enables Directors to freely express and adopt their positions. 
The planning of the matters to be discussed at the meetings of the Board and the Committees is established prior to the beginning of 
each year by the Chairmen of the Board and the Committees, who encourage the participation of the Board Members in their 
definition. 
Main responsibilities of the Chairman
Mr. Antonio Brufau Niubó, the Non-Executive Chairman of the Board of Directors, is the maximum authority responsible for the efficient functioning of this 
body and as such is responsible for carrying out the following specific duties:
• Call and chair the meetings of the Board of Directors and the Delegate Committee, setting their agenda and leading the discussions and debates, in 
order to ensure that all matters are given sufficient time for discussion, encouraging the active participation of Directors at the meetings.
• Ensure that the Board has effective decision-making processes, in particular in relation to proposals of greater scale;
• Ensure that prior to the meeting the Directors receive the appropriate information necessary to discuss the items on the agenda;
• Ensure that the Board committees are adequately structured and have appropriate rules of operation;
• Regularly view and agree on with each Director their training and development needs; 
• Ensure that the actions of the Board and its Committees are assessed at least once a year, and take action based on the results of this assessment; 
• Maintain regular communication with the chief executive, providing the appropriate support, and report to the Board of Directors on their activity and 
performance.
• Chair the General Shareholders Meeting, in accordance with applicable regulations.
Main responsibilities of the Chief Executive Officer
Mr. Josu Jon Imaz is the chief executive of the Company and is responsible for the management of the business and the direction of the Company and has 
been delegated all the functions of the Board of Directors, except for those that cannot be delegated by law or by the Company's bylaws.
Main responsibilities of the Lead Independent Director
Mr. Mariano Marzo Carpio was appointed Lead Independent Director following Board resolution dated 27 March 2018 at the proposal of the Appointments 
Committee. Article 28 of the Board of Directors Regulations attributes him the following functions:
Request that the Chairman of the Board of Directors call a Board meeting when he considers it appropriate.
•
Request the inclusion of new points on the agenda of Board meetings, called or not, in the terms of article 9.3 of these Regulations.
•
Coordinate, meet and transmit the opinions of the External Directors. 
•
Direct the regular appraisal of the Chairman of this body by the Board.
•
Call and chair the meetings of the independent Directors he considers necessary or appropriate.
•
Chair the Board of Directors meetings in the absence of the Chairman and Vice-Chairmen. 
•
Maintain contact with investors and shareholders to gauge their viewpoints to form an opinion on their concerns, in particular in relation to the 
Company’s corporate governance. 
•
Coordinate the Chairman’s succession plan.
Information provided to Directors
The Chairman, assisted by the Secretary to the Board, ensures that the Directors are provided with the information necessary, and 
sufficiently in advance, in order to effectively carry out their responsibilities and adequately prepare for the meetings.  
The call notices for Board and Committee meetings will be sent at least 48 hours prior to the meeting and include any 
documentation related to the agenda and minutes of the previous meeting. This information is accessible through the Director 
Portal, which is a specific computer application that facilitates the performance of the Directors' duties and the exercise of their right 
to information. This Portal includes the documentation and information deemed suitable for preparing the Board and Committee 
meetings in accordance with the agenda, including all presentations given, as well as any training materials aimed at Directors and 
any other information that may be of interest to them.
All Directors will also be provided with the minutes for all Committee meetings, which are also made available on the Director’s 
Portal.
Directors have access to all the Company's services and may obtain, with the broadest possible powers, the information and advice 
they need to perform their functions. The right to information is channeled through the Chairman or the Secretary to the Board of 
Directors, who responds to Directors' requests and directly furnish them with the information, offering them access to appropriate 
sources or taking all necessary measures to answer questions.
A. Executive Summary
B. The Repsol Corporate Governance System
1. Regulatory 
framework
2. Ownership 
structure of the 
Company
3. Repsol's 
governance 
body
4. Committees of 
the Board of 
Directors
5. Remuneration 
of Directors and 
Senior 
Management
6. Related party 
and intra-group 
transactions
7. Financial 
reporting and 
audits
8. Risk Control 
and Management 
Systems
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
44
Annual Corporate Governance Report 2022

Interaction of the Board of Directors with the Executive personnel
The Board of Directors maintains a direct and continuous 
relationship with the members of the Company's Senior 
Management. Key executives attend the meetings of the 
Board and its Committees to report on matters within their 
competence, as well as on any issue that may affect the 
Company's performance. However, when required to attend 
the meetings of the Board or its Committees, they remain 
only for those specific items on the agenda and for the time 
during which their presence is required.
Likewise, the Chairmen of the different Committees of the 
Board of Directors meet periodically with the heads of the 
different corporate and business areas with responsibility in 
their areas of competence.
Directors' training 
Repsol offers training and continuous updating programs on 
matters that the Board Members have indicated are of 
interest to them. Among other matters, during the 2022 
financial year, training and informative sessions were held on 
the following subjects, among others:
Board of Directors
• Energy transition and new technologies
• Impacts of the Russian invasion of Ukraine
• Gas markets
• Cybersecurity  
Audit and Control Committee
• Internal Control over Non-Financial Information (CIINF)
• Aspects related to cybersecurity
• Emerging and climate change risks
• Risks inherent to the Company's activities
• Stock market functioning and price formation
Sustainability Committee
• Energy transition and climate change
• ESG (Environment, Social and Governance) Report on Ratings
• Sustainability risks
• Non-financial reporting frameworks
• Emission reduction and CO2 emission allowance issues
• Safety culture
• Community relations and human rights
• Natural capital and biodiversity
• Methodology for qualifying investments for alignment with the 
Energy Transition
• Company Scenarios 2030-2050
Likewise, the Company has an incorporation process for new 
Directors, so that they can quickly acquire sufficient 
knowledge of the Company and its corporate governance 
rules. 
New Board Member Orientation Program
Documentation provided
• General information about the Company and its 
strategic plan.
• Presentation of the Company's governing bodies and 
organizational structure.
• Code of Ethics and Conduct.
• Bylaws.
• Regulations of the General Shareholders' Meeting.
• Regulations of the Board of Directors.
• Internal Rules of Conduct in the Securities Market.
Training sessions
• Operation of Repsol's main businesses and corporate 
areas: Exploration and Production, Industrial 
Transformation and Circular Economy, Client and Low 
Carbon Generation.
• Economic and energy environment.
Meetings of a specific nature
• Specific sessions with the different managers of the 
Company's business and corporate areas.
• Visits to the different facilities of the Company.
A. Executive Summary
B. The Repsol Corporate Governance System
1. Regulatory 
framework
2. Ownership 
structure of the 
Company
3. Repsol's 
governance 
body
4. Committees of 
the Board of 
Directors
5. Remuneration 
of Directors and 
Senior 
Management
6. Related party 
and intra-group 
transactions
7. Financial 
reporting and 
audits
8. Risk Control 
and Management 
Systems
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
45
Annual Corporate Governance Report 2022

External advisory services
The Board Members have the power to propose to the Board of Directors the hiring, at the Company's expense, of legal, accounting, 
technical, financial, commercial or any other type of advisors that they consider necessary for the interests of the Company, in order 
to be assisted in the performance of their duties when dealing with specific problems of a certain importance and complexity related 
to the performance of their duties.
The proposal shall be communicated to the Chairman of the Company through the Secretary of the Board. 
Assessment of the Board of Directors
Repsol is fully committed to the development of its corporate governance, adopting the best international practices applicable to it. 
With the aim of continuous improvement and in accordance with the provisions of Article 45 quater of the Bylaws and Article 11 of its 
Regulations, the Board of Directors annually evaluates the operation, quality and efficiency of its work and that of its Committees and, 
on the basis of the conclusions reached, draws up an action plan with the main areas of work. Furthermore, at least once every three 
years, the Board of Directors is assisted in the evaluation by an external consultant.
The Board of Directors has carried out the evaluation of its functioning in the 2022 financial year on the basis of questionnaires 
covering, among others, various issues related to its composition and that of its Committees, its organization and functioning and 
the performance of its responsibilities, as well as the performance of the Chairman of the Board of Directors, the Chief Executive 
Officer and the other Board Members. In the evaluation of the 2022 fiscal year, the Board Members are highly satisfied with the 
functioning and effectiveness of the Board and its Committees, as well as with the role played by the Chairman, the Chief Executive 
Officer and the Secretary of the Board. 
The evaluation process was concluded with the approval of the conclusions report and action plan at the Board of Directors' meeting 
on January 25, 2023. With regard to these actions, it has been agreed to: (i) to continue to deepen the training of the Directors, 
especially in aspects related to the energy transition and the implementation of new technologies and processes in the Company, 
through sessions and reports of a monographic nature; and (ii) to continue to enhance the diversity of the Board of Directors and 
propose the nomination of an Independent Director in order to achieve the 40% representation target established in the "Policy of 
diversity in the composition of the Board of Directors and selection of Directors", reinforcing the skills, knowledge and experience 
that are considered a priority.
A. Executive Summary
B. The Repsol Corporate Governance System
1. Regulatory 
framework
2. Ownership 
structure of the 
Company
3. Repsol's 
governance 
body
4. Committees of 
the Board of 
Directors
5. Remuneration 
of Directors and 
Senior 
Management
6. Related party 
and intra-group 
transactions
7. Financial 
reporting and 
audits
8. Risk Control 
and Management 
Systems
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
46
Annual Corporate Governance Report 2022

4.  Committees of the Board of Directors
Without prejudice to the statutory capacity of the Board of Directors to create other Committees, the Company currently has a 
Delegate Committee, an Audit and Control Committee, a Nomination Committee, a Compensation Committee and a Sustainability 
Committee. 
Regulation
The composition, operation and powers of the Committees of the Board of Directors are governed by the provisions of Articles 37 to 
39bis of the Bylaws and Articles 32 to 37 of the Regulations of the Board of Directors.
Functioning
The aforementioned Committees shall be deemed to be validly constituted when half plus one of their members are present or 
represented at the meeting.
Their members shall resign when they cease to be Directors or when so resolved by the Board of Directors, which shall fill any 
vacancies that may arise as soon as possible.
The Committees shall meet as often as they are convened by their Chairman or at the request of the majority of their members.
For the best performance of their functions, the Committees may seek the advice of legal counsel and other external professionals, in 
which case the Secretary of the Board of Directors, at the request of the Chairman of the Committee, shall arrange for their 
engagement.
The Committees establish an annual calendar of meetings, as well as an Action Plan for each fiscal year.
A. Executive Summary
B. The Repsol Corporate Governance System
1. Regulatory 
framework
2. Ownership 
structure of the 
Company
3. Repsol's 
governance body
4. Committees 
of the Board of 
Directors
5. Remuneration 
of Directors and 
Senior 
Management
6. Related party 
and intra-group 
transactions
7. Financial 
reporting and 
audits
8. Risk Control 
and Management 
Systems
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
47
Annual Corporate Governance Report 2022

4.1.
Delegate Committee
Composition
In accordance with the Regulations of the Board of Directors, the Delegate Committee is composed of the Chairman of the Board of 
Directors and a maximum of eight Board Members belonging to the various existing categories. The appointment of the members of 
the Committee requires the favorable vote of two thirds of the Board Members. The Chairman and Secretary act as Chairman and 
Secretary of the Board of Directors. 
The current composition of the Delegate Committee is as follows:
 
Antonio Brufau Niubó
Chairman - since 27/10/2004
Executive
11.1%
Independent Non-
Executive
55.6%
J.Robinson West
Josu Jon Imaz
Chief Executive Officer
Henri-Philippe Reichstull
 
9 directors
Carmina Ganyet i Cirera
Ignacio Martín San Vicente
Other Non-Executive
33.3%
Manuel Manrique Cecilia
Iván Martén Uliarte
Luis Suárez de Lezo Mantilla
Secretary of the Board
Category of Directors
Executive
Independent 
Non-Executive
Other Non-
Executive
Competences and activities in 2022
The Delegate Committee has been permanently delegated all the powers of the Board of Directors except those that cannot be legally 
delegated and those that cannot be delegated by the Regulations of the Board of Directors. Notwithstanding the foregoing, in those 
cases in which, in the opinion of the Chairman or three of the members of the Committee, the importance of the matter so advises, 
or when so required by the Regulations of the Board of Directors, the resolutions shall be submitted for ratification by the full Board. 
The same shall occur in relation to those matters that the Board has referred to the Delegate Committee for study, reserving the final 
decision on the same. In any other case, the resolutions adopted by the Delegate Committee shall be valid and binding without the 
need for subsequent ratification.
Number of meetings in 2022: 
9
Main activities
•
Approval of investment projects for amounts exceeding EUR 40 million.
•
Analysis and monitoring of projects relevant to the Company.
•
Assessment of the functioning of the Committee.
A. Executive Summary
B. The Repsol Corporate Governance System
1. Regulatory 
framework
2. Ownership 
structure of the 
Company
3. Repsol's 
governance body
4. Committees 
of the Board of 
Directors
5. Remuneration 
of Directors and 
Senior 
Management
6. Related party 
and intra-group 
transactions
7. Financial 
reporting and 
audits
8. Risk Control 
and Management 
Systems
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
48
Annual Corporate Governance Report 2022

Attendance at Delegate Committee Meetings
Director
In person
By proxy
% personal attendance 2022
Mr. Antonio Brufau Niubó
9
—
100%
Mr. Josu Jon Imaz 
9
—
100%
Ms. Carmina Ganyet i Cirera (1)
6
—
100%
Mr. Manuel Manrique Cecilia
9
—
100%
Mr. Iván Martén Uliarte (2)
6
—
100%
Mr. Ignacio Martín San Vicente
9
—
100%
Mr. Henri Philippe Reichstul
9
—
100%
Mr. J. Robinson West
9
—
100%
Mr. Luis Suárez de Lezo Mantilla
9
—
100%
(1) Ms. Ganyet was appointed member of the Delegate Committee on May 6, 2022.
(2) Mr. Martén was appointed member of the Delegate Committee on May 6, 2022.
4.2.
Audit and Control Committee
This Committee was voluntarily set up on February 27, 1995, although was not mandatory for listed companies until 2002. It is an 
internal body for information and advisory purposes created by the Board of Directors, without executive functions, but with 
information, advisory and proposal powers within its area of activity.
The Committee prepares an annual Activities Report that includes all matters discussed by the Committee. This document is made 
available to shareholders on the corporate website at the time of the call notice for the Annual General Meeting. 
Composition
In accordance with the Board of Directors Regulations, the Audit and Control Committee will consist exclusively, and no fewer than 
three, of Independent Non-Executive Directors. Its members are appointed by the Board of Directors for a period of four years, taking 
into account their expertise and experience in accounting, auditing and risk management, both financial and non-financial. Without 
prejudice to one or more re-elections, they will be relieved of their duties at the end of the term, when their tenure as a Director 
ceases, when they are no longer considered Independent, or when agreed by the Board of Directors, subject to a prior report by the 
Nomination Committee. The Chairman will be appointed from among its members and will hold office as such for a maximum of 
four years, after which they may not be re-elected until one year has passed, without prejudice to their continuation as a member of 
the Committee. The Secretary will be the Secretary to the Board of Directors. 
The current composition of the Audit and Control Committee is as follows:
 
Teresa García-Milá Lloveras
Chairwoman - from 28/06/2022 
 
 
4 directos
Aurora Catá Sala
Independent Non-
Executive
100%
Isabel Torremocha Ferrezuelo
Mariano Marzo Carpio
The members of the Audit and Control Committee have knowledge and experience in accounting, auditing or risk management, as 
well as various other skills related to sustainability, the telecommunications sector, information technologies, finance, business 
economics, the energy sector, talent management or the stock market. 
In accordance with the provisions of the Regulations of the Board of Directors, the Chairman of the Audit and Control Committee has 
experience in business or risk management and knowledge of accounting procedures and, in particular, Ms. Catá, Ms. García-Milá 
and Ms. Torremocha have been appointed on the basis of their knowledge and experience in accounting, auditing and risk 
management.
A. Executive Summary
B. The Repsol Corporate Governance System
1. Regulatory 
framework
2. Ownership 
structure of the 
Company
3. Repsol's 
governance body
4. Committees 
of the Board of 
Directors
5. Remuneration 
of Directors and 
Senior 
Management
6. Related party 
and intra-group 
transactions
7. Financial 
reporting and 
audits
8. Risk Control 
and Management 
Systems
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
49
Annual Corporate Governance Report 2022

Competences and activities in 2022
The Audit and Control Committee supports the Board of Directors in its oversight duties by periodically reviewing the process of 
preparing economic-financial and non-financial information, the effectiveness of its internal controls and the independence of the 
Auditor, as well as reviewing compliance with all legal provisions and internal regulations applicable to the Company. 
Likewise, the Committee is competent to make proposals on the appointment, re-election, removal and terms of engagement of the 
External Auditors, and supervises and reviews the information and internal control systems, ensuring the independence and 
effectiveness of the internal audit function. The Committee also analyzes, prior to their presentation to the Board of Directors, and 
with the necessary requirements to verify their correctness, reliability, sufficiency and clarity, the financial statements of the Company 
and its consolidated Group, as well as the other financial and non-financial information that the Company must make public due to 
its status as a listed company, reviews the relevant changes in the accounting principles used and ensures that the Board of Directors 
presents the accounts to the General Meeting without limitations or qualifications in the audit report. 
Prior to each meeting held by the Audit Committee, the Chairman of the Committee has met with the Secretary of the Committee to 
provide the appropriate explanations on the matters to be discussed according to the corresponding agenda.
Numer of meetings in 2022: 
9
Main activities
•
Supervision and assessment of financial and non-financial information.
•
Approval of the contracting of external auditor services, issuance of the report on the independence of the external auditor and proposed fees.
•
Supervision of information systems and internal risk control.
•
Supervision of the Company's tax policies.
•
Supervision of the work of the Chief Compliance Officer and of the Ethics and Compliance Committee. 
•
Supervision of hydrocarbon reserve control.
•
Supervision of discretionary treasury share transactions.
•
Review of the Risk Map and reports on the management of emerging and climate change risks, regulatory risks specific to the Low Carbon 
Generation area.
•
Review of the Cybersecurity Plan.
•
Review of the reports and recommendations issued by Internal Audit.
•
Analysis of communications received regarding accounting, internal controls over accounting and auditing.
•
Report on compliance with obligations related to the securities market. 
•
Planning of meetings and calendar of the Audit and Control Committee for 2023. 
•
Evaluation of the functioning of the Committee.
•
Update of the Corporate Risk Management, Integrity and Financial Policies.
•
Report and analysis on the contracting circumstances of Cenyt.
Without prejudice to the functions described above, the Audit and Control Committee shall study any other matter submitted to it by 
the full Board of Directors, by the Delegate Committee or by the Chairman of the Board of Directors.
Attendance at Audit and Control Committee meetings
Director
In person
By proxy
% personal attendance 2022
Ms. Teresa García-Milá Lloveras
9
—
100%
Ms. Aurora Catá Sala (1)
8
1
89%
Ms. Carmina Ganyet i Cirera (2)
4
—
100%
Mr. Mariano Marzo Carpio (3)
5
—
100%
Ms. Isabel Torremocha Ferrezuelo
9
—
100%
(1) Due to other commitments assumed prior to the convening of the meeting of March 29, 2022, Ms. Catá attended the meeting represented by Ms. Torremocha. The 
documentation for the meeting was sent to her prior to the meeting, so Ms. Catá transmitted her considerations on the same and voting instructions prior to the meeting.
(2) Ms. Ganyet resigned as a member of the Audit and Control Committee on May 6, 2022.
(3) Mr. Marzo was appointed member of the Audit and Control Committee on May 6, 2022.
A. Executive Summary
B. The Repsol Corporate Governance System
1. Regulatory 
framework
2. Ownership 
structure of the 
Company
3. Repsol's 
governance body
4. Committees 
of the Board of 
Directors
5. Remuneration 
of Directors and 
Senior 
Management
6. Related party 
and intra-group 
transactions
7. Financial 
reporting and 
audits
8. Risk Control 
and Management 
Systems
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
50
Annual Corporate Governance Report 2022

4.3.
Nomination Committee
It is a body created by the Board of Directors with information, advisory and proposal-making powers within its scope of action.
Composition
In accordance with the applicable rules, the Nomination Committee is composed of a minimum of three External Directors, the 
majority of whom must be Independent. They are appointed by the Board of Directors, taking into account the knowledge, skills and 
experience of the Directors and the duties of the Committee, for a period of four years. Without prejudice to their possible re-election, 
they shall resign at the expiration of the term of their nomination, when they cease to be Directors or when so agreed by the Board of 
Directors, following a report from the Audit and Control Committee. The office of Chairman of this Committee shall be held by one of 
its members, who must be Independent, and that of Secretary by the Secretary of the Board of Directors.
The current composition of the Nomination Committee is as follows:
 
Other Non-Executive
33.3%
 
3 directors
Aurora Catá Sala
Chairwoman - since 05/05/2022
Teresa García-Milá Lloveras
Independent Non-
Executive
66.7%
Emiliano López Achurra
Category of Directors
Independent 
Non-Executive
Other Non-Executive
Competences and activities in 2022
The duties of this Committee include, among others, proposing and reporting to the Board of Directors on the selection, nomination, 
re-election and removal of Directors, establishing a representation target for the least represented gender and preparing guidelines 
on how to achieve this target, reporting to the Board on compliance by its members with the principles of Corporate Governance or 
other obligations, related-party transactions and proposals for the appointment and removal of Senior Executives.
Number of meetings in 2022: 
11
Main activities
• Analysis of the competencies and skills required on the Board of Directors, in accordance with the Group's needs.
• Proposals on the composition of the Board of Directors and its Committees.
• Selection process for the women Independent Director.
• Verification of the character attributed to the Board Members.
• Verification of compliance with the Diversity Policy in the composition of the Board of Directors and the Selection of Directors.
• Analysis, monitoring and reporting of related-party transactions.
• Organizational evolution of Senior Management.
• Report on talent management at Repsol.
• Planning the schedule of meetings and activities of the Nomination Committee for the 2023 financial year.
• Evaluation of the functioning of the Committee. 
 
 
A. Executive Summary
B. The Repsol Corporate Governance System
1. Regulatory 
framework
2. Ownership 
structure of the 
Company
3. Repsol's 
governance body
4. Committees 
of the Board of 
Directors
5. Remuneration 
of Directors and 
Senior 
Management
6. Related party 
and intra-group 
transactions
7. Financial 
reporting and 
audits
8. Risk Control 
and Management 
Systems
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
51
Annual Corporate Governance Report 2022

Attendance at meetings of the Nomination Committee
Director
In person
By proxy
% personal attendance 2022
Ms. Aurora Catá Sala  
11
—
100%
Ms. Carmina Ganyet i Cirera (1)
6
—
100%
Ms. Teresa García-Milá Lloveras 
11
—
100%
Mr. Emiliano López Achurra 
11
—
100%
Mr. Mariano Marzo Carpio (2)
6
—
100%
(1)
Ms. Ganyet resigned as a member of the Nomination Committee on May 6, 2022.
(2)
Mr. Marzo resigned as a member of the Nomination Committee on May 6, 2022.
4.4.
Compensation Committee
It is a body created by the Board of Directors with information, advisory and proposal-making powers within its scope of action.
Composition
The Compensation Committee is composed of a minimum of three External Directors, the majority of whom must be Independent. 
They are appointed by the Board of Directors, taking into account their knowledge, skills and experience and the duties of the 
Committee, for a period of 4 years. Without prejudice to their possible re-election, they shall resign at the expiration of the term of 
their nomination, when they cease to be Directors or when so agreed by the Board of Directors, following a report from the Audit and 
Control Committee. The office of Chairman of this Committee shall be held by one of its members, who must be Independent, and 
that of Secretary by the Secretary of the Board of Directors. 
The current composition of the Compensation Committee is as follows: 
 
Other Non-
Executive
33.3%
 
3 directors
Aurora Catá Sala
Chairwoman - since 25/05/2022
Arantza Estefanía Larrañaga
Independent Non-
Executive
66.7%
Emiliano López Achurra
Category of Directors
Independent 
Non-Executive
Other Non-Executive
Competences and activities in 2022
The functions of this Committee include, among others, proposing and reporting to the Board of Directors on the compensation 
policy for Directors and Senior Management and its application, including share-based compensation systems, on the basic 
conditions of the contracts of Senior Executives, to verify compliance with the remuneration policy established by the Company, to 
ensure that possible conflicts of interest do not prejudice the independence of the external advice provided to the Company, to verify 
the information on remuneration contained in the various corporate documents or to report on the use of information and corporate 
assets for private purposes.
A. Executive Summary
B. The Repsol Corporate Governance System
1. Regulatory 
framework
2. Ownership 
structure of the 
Company
3. Repsol's 
governance body
4. Committees 
of the Board of 
Directors
5. Remuneration 
of Directors and 
Senior 
Management
6. Related party 
and intra-group 
transactions
7. Financial 
reporting and 
audits
8. Risk Control 
and Management 
Systems
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
52
Annual Corporate Governance Report 2022

Number of meetings in 2022: 
5
Main activities
•
Report on the settlement of the 2018-2021 long-term incentive plan and the proposal for the 2022-2025 long-term incentive plan.
•
Proposal for remuneration for Board members and their committees for 2022, including that of the Chair of the Board.
•
Proposal for additional remuneration of the Chief Executive Officer for performing executive duties.
•
Verification of the directors' and senior directors' remuneration information included in the 2021 consolidated financial statements. 
•
Proposals and reports for the 2021 General Meeting related to:
–
2021 Annual Directors Remuneration Report.
–
New Long-Term Incentive Program Cycles with partial allocation of performance shares.
•
Report of the General Manager of Human Resources and Organization on the commitments assumed in the 2021-2025 Strategic Plan.
•
Report on talent management at Repsol.
•
Planning the Commission's calendar of meetings and activities for fiscal year 2023.
•
Assessment of the functioning of the Committee. 
Attendance at the Compensation Committee meetings
Director
In person
By proxy
% personal attendance 2022
Ms. Aurora Catá Sala
5
—
100%
Ms. Arantza Estefanía Larrañaga
5
—
100%
Ms. Carmina Ganyet i Cirera  (1)
2
—
100%
Mr. Emiliano López Achurra  (2)
3
—
100%
Mr. Mariano Marzo Carpio  (3)
2
—
100%
(1)
Ms. Ganyet resigned as a member of the Compensation Committee on May 6, 2022.
(2)
Mr. López Achurra was appointed member of the Compensation Committee on May 6, 2022.
(3)
Mr. Marzo resigned as a member of the Compensation Committee on May 6, 2022.
4.5.
Sustainability Committee
This is an informative and consultative body created by the Board of Directors, without executive functions, with information, 
advisory and proposal-making powers within its scope of action.
Composition
The Committee is composed of a minimum of three Directors, exclusively External or Non-Executive Directors, the majority of whom 
are Independent External Directors. They are appointed by the Board of Directors, taking into account their knowledge, skills and 
experience and the duties of the Committee, for a period of four years. Without prejudice to one or more re-elections, they shall 
resign at the expiration of the aforementioned term, when they cease to be Directors or when so resolved by the Board of Directors, 
following a report from the Nomination Committee. One of its members shall act as Chairman of this Committee and the Secretary 
of the Board of Directors shall act as Secretary.
A. Executive Summary
B. The Repsol Corporate Governance System
1. Regulatory 
framework
2. Ownership 
structure of the 
Company
3. Repsol's 
governance body
4. Committees 
of the Board of 
Directors
5. Remuneration 
of Directors and 
Senior 
Management
6. Related party 
and intra-group 
transactions
7. Financial 
reporting and 
audits
8. Risk Control 
and Management 
Systems
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
53
Annual Corporate Governance Report 2022

The current composition of the Sustainability Committee is as follows:
 
Other Non-Executive
25%
Mariano Marzo Carpio
Chairman - since 28/06/2017
Arantza Estefanía Larrañaga
 
4 directors
Independent Non-
Executive
75%
Isabel Torremocha Ferrezuelo
Emiliano López Achurra
Category of Directors
Independent Non-
Executive
Other Non-Executive
Competences and activities in 2022
Among other functions, this Committee is responsible for knowing and guiding the Group's policy, objectives and guidelines in the 
environmental, safety and Social Responsibility areas, analyzing and informing the Board of Directors about the expectations of the 
Company's different stakeholders and supervising the processes of relations with them, proposing to the Board of Directors the 
approval of a Sustainability Policy and reviewing and evaluating the non-financial risk management and control systems.
The Committee prepares an Activities Report, which includes all the matters dealt with by the Committee during the year, a 
document that is made available to shareholders on the corporate website at the time of the call of the Ordinary General Meeting.
A. Executive Summary
B. The Repsol Corporate Governance System
1. Regulatory 
framework
2. Ownership 
structure of the 
Company
3. Repsol's 
governance body
4. Committees 
of the Board of 
Directors
5. Remuneration 
of Directors and 
Senior 
Management
6. Related party 
and intra-group 
transactions
7. Financial 
reporting and 
audits
8. Risk Control 
and Management 
Systems
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
54
Annual Corporate Governance Report 2022

Number of meetings in 2022: 
5
Main activities
•
Sustainability Risk Map.
•
Greenhouse Gas Emissions Map. 
•
CO2 emission rights.
•
Monitoring of non-financial information: Management Report 2021.
•
Oversight of the Company's sustainability strategy: proposal and monitoring of  2022 objectives; evaluation and closure of 2021 objectives.
•
Global Sustainability Plan.
•
Periodic analysis and monitoring of performance in:
–
Safety: accident rate, scorecard of indicators and safety and environmental strategy.
–
Community Relations and Human Rights.
–
Natural Capital and Biodiversity
•
ESG (Environmental, Social and Governance) ratings reporting.
•
Non-Financial Reporting Frameworks.
•
Energy Transition and Climate Change activities.
•
Strategic Environmental and Safety Projects
•
Materiality Analysis 2022.
•
Report on Repsol's participation in industry initiatives and associations.
•
Plan to promote the Sustainable Development Goals (SDGs).
•
Update of the Corporate Sustainability, Health and Safety and Environmental Policies.
•
Planning the calendar of meetings and activities of the Committee for the year 2023. 
•
Assessment of the Committee's performance. 
 
 
In addition, in all the meetings that the Commission has held during  2022, issues related to climate change have been reviewed.
Attendance at Sustainability Committee meetings 
Director
In person
By proxy
% personal attendance 2022
Mr. Mariano Marzo Carpio
5
—
100%
Ms. Arantza Estefanía Larrañaga 
5
—
100%
Mr. Emiliano López Achurra 
5
—
100%
Ms. Isabel Torremocha Ferrezuelo 
5
—
100%
A. Executive Summary
B. The Repsol Corporate Governance System
1. Regulatory 
framework
2. Ownership 
structure of the 
Company
3. Repsol's 
governance body
4. Committees 
of the Board of 
Directors
5. Remuneration 
of Directors and 
Senior 
Management
6. Related party 
and intra-group 
transactions
7. Financial 
reporting and 
audits
8. Risk Control 
and Management 
Systems
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
55
Annual Corporate Governance Report 2022

5.
Remuneration of Directors and Senior Management 
11,673
0
Remuneration accrued in 2022 by the Board of Directors (thousands of 
euros)20
Amount of funds accumulated by former directors through long-term 
savings systems (thousands of euros)
123
3,050
Amount of funds accumulated by current directors for long-term 
savings systems with vested economic rights (thousands of euros)21
Amount of funds accumulated by current directors for long-term 
savings systems with non-consolidated economic rights (thousands of 
euros)
13,534
Total senior management compensation in 202222
(thousands of euros)
Breakdown of members of Senior Management in 2022 who are not Executive Officers
Name
Category
Mr. Luis Cabra Dueñas
EMD Energy Transition, Technology, Institutional and Deputy to the CEO
Mr. Antonio Lorenzo Sierra
Chief Financial Officer (CFO)
Mr. Miguel Klingenberg Calvo
General Counsel
Mr. Juan Abascal Heredero
EMD Industrial Transformation and Circular Economy
Mr. Valero Marín Sastrón
EMD Client
Ms. Carmen Muñoz Pérez
EMD People and Organization
Mr. Francisco Gea Pascual del Riquelme
EMD Exploration and Production (as of September 1, 2022)
Mr. João Paulo Nogueira de Sousa Costeira
EMD Low Carbon Generation (as of September 1, 2022)
Mr. Tomás García Blanco1
EMD Deputy to the CEO for Special Projects
Mr. Marcos Fraga García2
D. Corporate Communications and Marketing and Chairman's Office (from February 17, 2022)
Mr. Arturo Gonzalo Aizpiri3
EMD Communication, Institutional Relations and Presidency (until February 16, 2022).
Ms. María Victoria Zingoni4
EMD Client and Low Carbon Generation (until September 30, 2022)
Ms. Isabel Moreno Salas5
D. Audit, Control and Risk
1. On September 1, 2022, he ceased to form part of the Executive Committee, but continues to report directly to the Chief Executive Officer, and therefore the amounts reported in 
this Report correspond to the entire fiscal year.
2. Although he does not form part of the Executive Committee, he reports directly to the Chief Executive Officer and therefore, for the purposes of this Report, he is considered to be 
Senior Management.
3. He resigned from the Company on February 16, 2022.
4. On September 1, 2022, she ceased to be a member of the Executive Committee, leaving the Company on September 30, 2022. Until that time, she reported directly to the Chief 
Executive Officer, so the amounts reported in this report correspond to the entire period she was active.
5. She is not a member of the Executive Committee, but is considered Senior Management for the purposes of this Report due to her status as internal auditor.c
A. Executive Summary
B. The Repsol Corporate Governance System
1. Regulatory 
framework
2. Ownership 
structure of the 
Company
3. Repsol's 
governance body
4. Committees of 
the Board of 
Directors
5.Remuneration 
of Directors and 
Senior 
Management
6. Related party 
and intra-group 
transactions
7. Financial 
reporting and 
audits
8. Risk Control 
and Management 
Systems
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
56
Annual Corporate Governance Report 2022
20  Includes the amount of the contribution to the Pension Plan of the employment system with vested economic rights of the Chief Executive Officer, which amounts to seven 
thousand euros. The amount of the contribution to the Executive Benefits Plan with non-consolidated economic rights of the Chief Executive Officer, amounting to 246 thousand 
euros, is included in the amount of funds accumulated by long-term savings systems with non-consolidated economic rights.
21 The amount accumulated in long-term savings systems with vested economic rights is lower than reported in the financial year 2021 given that the annual return of the fund 
closed at -8.86%, while the maximum total annual contributions are 7 thousands of euros.
22 The amount indicated under this heading includes the remuneration of all those executives who during 2022 have or have had direct dependence on the Board of Directors or 
the Chief Executive Officer and, in any case, the internal auditor, regardless of whether or not they belong to the Executive Committee of the Company. For this reason, the 
personnel reported as Senior Management does not coincide with those considered as such in the Annual Accounts, where Repsol considers only the members of the Executive 
Committee to be " senior management personnel". Additionally, the funds accumulated by the current members of Senior Management through long-term savings systems with 
vested and non-vested economic rights amount to 1,624 and 10,959 thousand euros respectively, of which 66 and 1,173 thousand euros have been contributed in the financial year 
2022, in the period in which they have formed part of this Senior Management. The contributions to long-term savings systems with vested economic rights are also included in 
the amount corresponding to the total remuneration of Senior Management in 2022).

Termination benefits, guarantee or golden parachute clauses agreed between the Company and 
its directors, executives or employees
The Company has established a single legal status for management personnel, consisting of the nine General Managers and 206 
other managers.
This legal status is set forth in the so-called Management Agreement, approved by the Board of Directors, which regulates the 
compensation regime applicable to the termination of the labor relationship, and which contemplates as causes for compensation 
those provided for in the legislation in force. In the case of the General Managers, these causes include their resignation as a 
consequence of the succession of the company or a significant change in the ownership of the company, resulting in a renewal of its 
governing bodies, or in the content and approach of its main activity.
The amount of severance indemnities for executives appointed prior to December 2012 is calculated on the basis of the age, seniority 
and salary of the executive. In the case of those appointed after this date, this amount is calculated based on the salary and seniority 
of the executive, within a range of between 12 and 24 monthly payments, or the legal amount if this is higher.
In the case of General Managers, compensation is established for the post-contractual non-competition commitment of one year's 
total compensation included in the 24 monthly indemnity payments. For other executives, an annuity of total or fixed compensation, 
depending on the length of service of the contract, is established in addition to their severance payment. The contracts of executives 
in some countries do not include a post-contractual non-competition commitment or do not provide for any compensation for this 
commitment.
For the Chief Executive Officer, a deferred economic compensation equivalent to two years of his annual fixed and variable 
remuneration -including the remuneration for non-competition- is provided for, which will be paid in the event of termination of the 
contract for reasons attributable to Repsol or by mutual agreement, if it is in the Company's interest.
A. Executive Summary
B. The Repsol Corporate Governance System
1. Regulatory 
framework
2. Ownership 
structure of the 
Company
3. Repsol's 
governance body
4. Committees of 
the Board of 
Directors
5.Remuneration 
of Directors and 
Senior 
Management
6. Related party 
and intra-group 
transactions
7. Financial 
reporting and 
audits
8. Risk Control 
and Management 
Systems
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
57
Annual Corporate Governance Report 2022

6.
Related party and intragroup transactions
Competent body and procedure for approval of related-party and intragroup transactions
The procedure and competent bodies for the approval of transactions with related parties and intra-group transactions are regulated 
in the Company's Bylaws, in the Regulations of the Board of Directors and in the internal rule "Commercial authorization of certain 
related party and intra-group transactions" (hereinafter, the "Rule"). Related transactions shall be assessed from the point of view of 
equal treatment and market conditions.
Related transactions of special relevance
In accordance with the provisions of Article 22 bis of the Bylaws, Article 23 of the Regulations of the Board of Directors and the Rule, 
transactions that the Company carries out, directly or indirectly, with Related Parties (i) that exceed 5% of the assets of the Repsol 
Group according to the latest consolidated financial statements approved by the General Shareholders' Meeting of Repsol, S. A.; (ii) 
that involve the transfer of relevant technology of the Repsol Group; or (iii) that involve the transfer of relevant technology of the 
Repsol Group; or (iv) that are aimed at establishing strategic alliances of the Repsol Group; or (v) that are aimed at establishing 
strategic alliances of the Repsol Group. A.; (ii) involving strategic assets of the Repsol Group; (iii) involving the transfer of relevant 
technology of the Repsol Group; or (iv) aimed at establishing strategic alliances, and not consisting of mere agreements for action or 
execution of alliances already established, may only be carried out if the following conditions are met:
a)
that the transaction is fair and efficient from the point of view of the interests of the Repsol Group and, if applicable, of the 
shareholders other than the Related Party;
b)
that, after having obtained the corresponding report from an independent expert of recognized prestige in the financial 
community on the reasonableness and adaptation to market conditions of the terms of the Related Party Transaction, the 
Nomination Committee shall issue a report assessing compliance with the requirement set forth in (a) above; and
c)
that the General Shareholders' Meeting of Repsol, S.A. authorizes the Related Transaction with the favorable vote of 75% of the 
capital present and represented at the meeting. However, when there are reasons of opportunity that make it advisable not to 
wait until the next General Meeting is held, and provided that the value of the transaction does not exceed 10% of the assets, 
the transaction may be approved by the Board of Directors provided that (i) the report of the Nomination Committee referred to 
in (b) above is favorable to the transaction, and (ii) the resolution is adopted with the favorable vote of at least two thirds of the 
members of the Board of Directors who are not involved in a conflict of interest situation. In this case, the Board of Directors 
shall inform the next General Meeting of the terms and conditions of the transaction.
At the time of convening the General Shareholders' Meeting of Repsol, S.A. called to deliberate or be informed about the 
authorization of the Related Transaction, the Board of Directors shall make available to the shareholders the reports of the 
Nomination Committee and the independent expert provided for in letter (b) above and, if it deems appropriate, its own report in 
this regard.
Related Party Transactions other than those of Special Relevance
Related-Party Transactions other than the above will only require the authorization of the Board of Directors, following a report from 
the Nomination Committee.
In accordance with the provisions of the Capital Companies Act, the Board of Directors has delegated the approval of the Related-
Party Transactions indicated below to the corresponding persons of the Repsol Group in accordance with the applicable internal 
regulations:
a.
Related-party transactions with other Repsol Group companies that are carried out in the ordinary course of the Repsol Group's 
business and on an arm's length basis; and
b.
Related-party transactions that: (i) are carried out under contracts whose terms and conditions are standardized and applied en 
masse to a large number of customers; (ii) are carried out at prices or rates generally established by the party acting as supplier 
of the goods or services in question; and (iii) the amount does not exceed 0.5% of the Repsol Group's net sales.
In this case, an internal information and periodic control process has been established to verify the fairness and transparency of such 
Related-Party Transactions and, where appropriate, compliance with the legal criteria applicable to the above exceptions, reporting to 
the Nomination Committee, which in turn reports to the Board of Directors.
Repsol shall proceed to publicly report, at the latest at the time they are entered into, on those related-party transactions that reach or 
exceed 5% of assets or 2.5% of annual turnover. 
Intragroup Transactions
In accordance with the provisions of the Capital Companies Act and the Rule, in the event that the value or amount of the Intragroup 
Transaction, or the total amount of the set of transactions contemplated in a framework agreement or contract, is greater than 10% 
of the total assets of the company concerned, or when the transaction, by its very nature, is legally reserved to the competence of this 
body, the authorization must be granted by the general meeting of partners or shareholders of the corresponding Group company.
A. Executive Summary
B. The Repsol Corporate Governance System
1. Regulatory 
framework
2. Ownership 
structure of the 
Company
3. Repsol's 
governance body
4. Committees of 
the Board of 
Directors
5. Remuneration 
of Directors and 
Senior 
Management
6. Related party 
and intra-group 
transactions
7. Financial 
reporting and 
audits
8. Risk Control 
and Management 
Systems
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
58
Annual Corporate Governance Report 2022

In the case of other Intragroup Transactions, the authorization must be granted by the Company's administrative body. 
Notwithstanding the foregoing, a formal delegation has been granted by the relevant management bodies to the corresponding 
persons of the Repsol Group in accordance with the applicable internal regulations, for those Intragroup Transactions that are carried 
out in the ordinary course of business, including those resulting from the execution of a framework agreement or contract, and 
concluded on an arm's length basis. For this purpose, an internal control process has been established to periodically verify 
compliance with the aforementioned requirements.
Finally, with regard to the general internal rules governing the abstention obligations of the Board Members, Article 19 of the 
Regulations of the Board of Directors establishes, among the basic obligations deriving from the duty of loyalty of the Board 
Members, The obligation to abstain from participating in the deliberation and voting of resolutions or decisions in which they or a 
related person has a direct or indirect conflict of interest, as well as the obligation to adopt the necessary measures to avoid incurring 
in situations in which their interests, whether on their own behalf or on behalf of others, may conflict with the corporate interest and 
with their duties to the Company. 
Likewise, the Board Members must inform the Board of Directors, through its Chairman or Secretary, of any situation of direct or 
indirect conflict that they or persons related to them may have with the interests of the Company.
Operations carried out in 2022
During fiscal year 2022 the Company or its subsidiaries have not carried out any related-party or intragroup transactions that are 
significant due to their amount or relevant due to their subject matter that should be specifically reported in this Report in accordance 
with the provisions of Circular 3/2021 of the National Securities Market Commission (CNMV). 
Likewise, the Company has not carried out any intra-group transactions with entities established in countries or territories that are 
considered tax havens.
Notwithstanding the foregoing and in accordance with accounting regulations, Note 26 of the Group's Consolidated Financial 
Statements 2022 provides information on income, expenses and other transactions recognized during the year, as well as debit and 
credit balances recorded at December 31 for transactions with related parties. Also, Notes 27 and 28 to the consolidated financial 
statements include information on the remuneration of the directors and executives of Repsol, S.A. 
Mechanisms established to detect, determine and resolve possible conflicts of interest between 
the company and/or its group, and its directors, executives or significant shareholders or other 
related parties.
The Regulations of the Board of Directors require the Directors to adopt the necessary measures to avoid incurring in situations in 
which their interests, whether on their own behalf or on behalf of others, may conflict with the corporate interest and with their duties 
to the Company, to inform the Board of Directors, through its Chairman or Secretary, of any situation of direct or indirect conflict that 
they or persons related to them may have with the interest of the Company and, in the event of such conflict, to abstain from 
participating in the deliberation and voting of the corresponding resolutions. 
In addition, Directors must inform the Nomination Committee of their other professional obligations and remunerated activities, 
whatever their nature, as well as of any significant changes in their professional situation, and any circumstance that may affect the 
nature or condition by virtue of which they were appointed as Directors. As a last resort, the Board Members must place their 
position at the disposal of the Board and formalize the corresponding resignation, if the Board deems it appropriate, when they are 
involved in any of the cases of incompatibility or prohibition provided for by law, the Company's bylaws or regulations. Likewise, the 
internal rule "Commercial authorization of certain related party and intra-group transactions" establishes the necessary 
authorizations for carrying out transactions with related parties and with certain group companies and the procedures for obtaining 
them. Finally, the Repsol Group's Code of Ethics and Conduct, which applies to the Company's directors and all Repsol employees, 
also defines and regulates the procedure for action in situations that may give rise to a potential conflict of interest. Likewise, the 
Repsol Group's Internal Code of Conduct in the Securities Market, with the same scope of application, includes the mechanisms for 
preventing and resolving conflicts of interest.
A. Executive Summary
B. The Repsol Corporate Governance System
1. Regulatory 
framework
2. Ownership 
structure of the 
Company
3. Repsol's 
governance body
4. Committees of 
the Board of 
Directors
5. Remuneration 
of Directors and 
Senior 
Management
6. Related party 
and intra-group 
transactions
7. Financial 
reporting and 
audits
8. Risk Control 
and Management 
Systems
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
59
Annual Corporate Governance Report 2022

7.
Financial reporting and audits
7.1.
Required financial information
The individual and consolidated financial statements submitted to the Board of Directors for formulation are previously certified by 
the Chief Executive Officer and the Chief Financial Officer (CFO).
The Board of Directors has established mechanisms to prevent the individual and consolidated financial statements from being 
presented to the General Shareholders' Meeting with a qualified auditors' report. To this effect, and as previously indicated in section 
B.4.2., the Audit and Control Committee periodically reviews the process of preparing the economic and financial information, its 
internal controls and the independence of the External Auditor, and supervises the Internal Audit. To this end, the Committee 
receives regular information from the External Auditor on the audit plan and the results of its execution and verifies that the 
management team takes its recommendations into account. Likewise, at least once a year, it requires the External Auditor to assess 
the quality of the control systems over the Group's financial information. Likewise, the Committee shall be informed of any situations 
requiring adjustments that may be detected during the course of the external audit work and which are relevant, the assessment of 
which shall be at the discretion of the External Auditor who, in case of doubt, shall opt for communication, which shall be made, as 
soon as known, to the Chairman of the Committee. The Committee shall also be informed of the degree of compliance by the audited 
units with the corrective measures recommended by the Internal Audit and shall also be informed of any irregularities, anomalies or 
non-compliances, whenever relevant, detected by the Internal Audit in the course of its work.
To this end, the members of the Audit and Control Committee shall have the necessary dedication, capacity and experience to 
perform their duties, and its Chairman shall also have a background in business or risk management and knowledge of accounting 
procedures. Additionally, at least one of its members has the financial experience required by the regulatory bodies of the securities 
markets on which the Company's shares or securities are listed.
7.2.
Accounts audit
External auditor
In 2017 PricewaterhouseCoopers Auditores, S.L. ("PwC") was appointed as the external auditor of the Company and its Consolidated 
Group for the 2018, 2019 and 2020 financial years, and was subsequently re-elected by the General Shareholders' Meetings of 2021 
and 2022 for those same financial years. Consequently, 2022 is the fifth fiscal year audited by said firm.
Mechanisms to preserve the external auditor's independence
One of the functions of the Audit and Control Committee is to ensure the independence of the External Audit and, to this end:
a)
Avoiding that the Auditors' warnings, opinions or recommendations may be conditioned, and
b)
Supervise the incompatibility between the provision of auditing services and any other services, the limits on the concentration 
of the Auditor's business and, in general, the rest of the rules established to ensure its independence.
The Audit and Control Committee has established a procedure for prior approval of all services, whether audit or non-audit, provided 
by the External Auditor, whatever their scope, scope and nature. This procedure is regulated in an Internal Rule that must be 
complied with by the entire Repsol Group.
Likewise, the Committee must receive annually from the External Auditor written confirmation of its independence from the Company 
or entities directly or indirectly related to it, as well as information on additional services of any kind rendered and the corresponding 
fees received from these entities by the External Auditor, or by the persons or entities related to it in accordance with the provisions of 
current legislation. 
The Committee shall issue annually, prior to the issuance of the audit report, a report expressing an opinion on the independence of 
the external auditor. This report shall contain, in any case, a reasoned assessment of the provision of services other than statutory 
auditing, individually considered and as a whole, in relation to the independence regime or to the audit regulations.
On the other hand, part of the meetings with the statutory auditor take place without the presence of the entity's management, so 
that specific issues arising from the reviews carried out can be discussed exclusively with them.
A. Executive Summary
B. The Repsol Corporate Governance System
1. Regulatory 
framework
2. Ownership 
structure of the 
Company
3. Repsol's 
governance body
4. Committees of 
the Board of 
Directors
5. Remuneration 
of Directors and 
Senior 
Management
6. Related party 
and intra-group 
transactions
7. Financial 
reporting and 
audits
8. Risk Control 
and Management 
Systems
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
60
Annual Corporate Governance Report 2022

Other work for the Company carried out by the external auditor
The audit firm performs other non-audit work for the Company and/or its Group. The amount of the fees approved23 for such work 
and the percentage that the latter represent of the total fees approved for the Company and/or its Group for the 2022 financial year 
are shown below::
Company
Group 
companies
Total
Amount of other non-audit work(1) (thousands of euros)
974
603
1,577
Amount of non-audit work / Amount of audit work (in %)
27.0%
17.2%
22.2%
(1) This mainly includes the amount of non-audit services (review of the Internal Financial Reporting Control System, limited review of the consolidated financial statements as 
of June 30, verifications and certifications for partners and official bodies, reports for the issuance of bonds and other marketable securities -Comfort letter-, as well as the verification 
of the non-financial information of the consolidated Management Report). 
Reservations or qualifications in the auditor's report
The audit report on the annual accounts for fiscal year 2022 has been presented by the External Auditor without qualification.
Number of consecutive fiscal years that the auditors have been performing the audit
Separate
Consolidated
No. of consecutive years
5
5
No. of years audited by the current audit firm/No. of 
years that the Company or its Group has been audited 
(in %)
0.11%
0.12%
A. Executive Summary
B. The Repsol Corporate Governance System
1. Regulatory 
framework
2. Ownership 
structure of the 
Company
3. Repsol's 
governance body
4. Committees of 
the Board of 
Directors
5. Remuneration 
of Directors and 
Senior 
Management
6. Related party 
and intra-group 
transactions
7. Financial 
reporting and 
audits
8. Risk Control 
and Management 
Systems
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
61
Annual Corporate Governance Report 2022
23  Amounts approved by the Audit and Control Committee corresponding to fiscal year 2022.

8.
Risk control and management
8.1.
Risk Management and Control Systems
The information requested in sections E.1, E.2, E.3, E.4, E.5 and E.6 of Circular 3/2021 is included in "Appendix IV Risks" of the 
consolidated Management Report, of which this Annual Corporate Governance Report forms part as Appendix VI.
8.2.
Systems of Internal Control over Financial Reporting (ICFR)
Control enviroment
Responsible bodies
Pursuant to the Bylaws, the Board of Directors of Repsol, S.A. is the body responsible for the governance, management and 
administration of the Company's business and interests in all matters not reserved to the General Shareholders' Meeting. It 
concentrates its activity on the general supervisory function and on the consideration of those matters of special importance for the 
Company.
The Regulations of the Board of Directors include the powers reserved to this body for its financial year, such as the preparation of 
the Annual Financial Statements and Management Report, both individual and consolidated, and their presentation to the General 
Shareholders' Meeting. The Board of Directors must formulate these documents in clear and precise terms. It must also ensure that 
they give a true and fair view of the net worth, financial position and results of the Company and the Group, in accordance with the 
provisions of the law. It also reserves the right to approve the risk control and management policy, including tax risks, the supervision 
of internal information and control systems, the determination of the Group's tax strategy, the definition of the corporate structure, 
and the approval of the financial information which, as a listed company, the Company must periodically disclose to the public.
The Board of Directors is also responsible for the approval of the Company's codes of ethics and conduct, the development of its 
own organization and operation and that of the Senior Management, as well as specific functions relating to the Company's activity 
in the securities markets.
The Board of Directors maintains a direct relationship with the members of the Company's Senior Management and with the 
Company's auditors, always respecting their independence.
Section B.3.1 of this Report contains information on the structure of the Board of Directors and its composition.
The Board of Directors has set up different Committees, such as the Audit and Control Committee, whose main function, as 
provided for in the Regulations of the Board of Directors, is to support this body in its supervisory duties, by periodically reviewing 
the process of preparing the economic-financial and non-financial information, the effectiveness of its executive controls and the 
independence of the External Auditor, as well as reviewing compliance with all applicable legal provisions and internal regulations.
The Audit and Control Committee is made up entirely of Independent External Board Members. All of them as a whole, and especially 
its Chairman, shall be appointed taking into account their knowledge and experience in accounting, auditing and risk management, 
both financial and non-financial. Likewise, some of them must have such financial experience as may be required by the regulatory 
bodies of the securities markets on which the Company's shares or securities are listed.
The structure and operation of this Committee are described in section B.4.2 of this Report, where express reference is made to the 
system for the nomination of the Chairman of this Committee.
Pursuant to the provisions of the Regulations of the Board of Directors in relation to the information and internal control systems, 
the Audit and Control Committee is responsible, among other duties, for periodically reviewing the effectiveness of the internal 
control systems, the internal audit and the risk management systems, including tax risks, so that the main risks are properly 
identified, managed and disclosed.
Likewise, in accordance with the aforementioned Regulations, the Audit and Control Committee is responsible for the following 
functions related to the process of preparing financial and non-financial information:
•
Supervise and evaluate the process of preparation and presentation of the mandatory financial and non-financial information 
relating to the Company and the Group, as well as its integrity, compliance with regulatory requirements, the adequate 
delimitation of the scope of consolidation and the correct application of accounting principles.
•
To analyze, prior to their presentation to the Board, and with the necessary requirements to verify their correctness, reliability, 
sufficiency and clarity, the Financial Statements of both the Company and its consolidated Group contained in the annual, half-
yearly and quarterly reports, as well as the other financial and non-financial information that the Company, as a listed company, 
must periodically make public, having all the necessary information with the level of aggregation it deems appropriate, for which 
purpose it shall have the necessary support from the Group's executive management.
•
Ensure that the Annual Financial Statements to be submitted to the Board of Directors for their formulation are certified in the 
terms required by the internal or external regulations applicable at any given time.
A. Executive Summary
B. The Repsol Corporate Governance System
1. Regulatory 
framework
2. Ownership 
structure of the 
Company
3. Repsol's 
governance body
4. Committees of 
the Board of 
Directors
5. Remuneration 
of Directors and 
Senior 
Management
6. Related party 
and intra-group 
transactions
7. Financial 
reporting and 
audits
8. Risk Control 
and 
Management 
Systems
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
62
Annual Corporate Governance Report 2022

•
Review all relevant changes concerning the accounting principles used and the presentation of the financial statements, and 
ensure that adequate publicity is given to them.
•
Ensure that the Board of Directors presents the accounts to the General Shareholders' Meeting without limitations or 
qualifications in the Audit Report and that, in the exceptional cases in which there are qualifications, both the Chairman of the 
Committee and the auditors clearly explain to the shareholders the content and scope of the limitations or qualifications, 
making a summary of said opinion available to the shareholders at the time of publication of the notice of the meeting.
•
Examine the draft codes of ethics and conduct and their reforms, prepared by the corresponding area of the Group, and issue 
its opinion prior to the proposals to be submitted to the corporate bodies. 
•
To supervise compliance with the internal Codes of Ethics and Conduct, ensuring that the corporate culture is aligned with its 
purpose and values, and to take special care to ensure compliance with the regulations applicable to conduct in the securities 
markets and to supervise the actions of the Company's Internal Transparency Committee. 
•
To supervise the sufficiency, adequacy and effective operation of the systems and procedures for recording and internal control 
in the measurement, valuation, classification and accounting of the Group's hydrocarbon reserves, so that their inclusion in the 
periodic financial information is in accordance at all times with the standards of the sector and with the applicable regulations.
•
To ensure the independence and effectiveness of the Internal Audit function and that it has the appropriate training and means 
to perform its functions in the Group; to analyze and approve, if appropriate, the annual Internal Audit planning and to 
ascertain the degree of compliance by the audited units with the corrective measures recommended by the Internal Audit in 
previous actions. The Audit and Control Committee shall inform the Board of Directors of any situations that may represent a 
relevant risk for the Group.
Elements of the financial reporting process
• Departments and/or mechanisms responsible for the design and review of the organizational structure and definition of lines of 
responsibility
The Company's organizational structure establishes the configuration of the teams, their areas and levels of responsibility and the 
relationship between them.  Each structure is represented in an organizational chart whose design and final approval corresponds to 
the General Management of People and Organization, according to the levels established in the internal regulations. 
The General Directorate of People and Organization is also responsible for keeping the organizational structure updated in the 
people management system.
On the other hand, the internal regulations are configured as a management tool, whose main objectives are to reinforce control 
systems and ensure compliance with external and internal requirements; to provide action criteria that facilitate employees' 
understanding of their responsibilities; to measure risk management and control; and to contribute to a more agile and orderly 
execution of the company's activities.
The General Management of People and Organization is responsible for keeping the company's regulatory body up to date, through a 
process that ensures the participation of the affected areas in the preparation of the different regulatory documents, their consistency 
with the hierarchy and structure of the regulatory body and their approval at the appropriate level. It also ensures the internal 
dissemination of the regulations and their availability to all employees.
• Code of Ethics and Conduct and the body responsible for oversight and compliance with it 
Repsol has a "Code of Ethics and Conduct", approved by the Board of Directors, following a favorable report from the Audit and 
Control Committee, the Sustainability Committee and the Ethics and Compliance Committee, which is applicable to all directors, 
executives and employees of the Repsol Group, regardless of the type of contract that determines their professional or employment 
relationship. Business partners - which include partners, non-operated joint ventures, contractors, suppliers and other collaborating 
companies - are an extension of Repsol and, for this reason, must act in accordance with the Company Code, as well as with any 
other applicable contractual provisions when they intervene on behalf of or in collaboration with Repsol. The Code establishes the 
minimum standards of conduct that should guide the behavior of all its recipients in the way they act during the development of their 
professional activity and the regime applicable in the event of non-compliance with it.
The Code includes, among other aspects, the basic principles of conduct and integrity, reliability of information and control of 
records, as well as the treatment of sensitive information and intellectual property, including specific obligations in the areas of 
human rights, relations with communities, the fight against bribery, corruption, money laundering and the commitment to carry out 
their activities in accordance with the legislation in force in all areas of activity and countries.
New employees are provided with a Welcome Plan to help them adapt quickly to the team. This Plan includes information on the 
essential regulations that all employees must know and respect from the moment they join, regardless of the area or business in 
which they are working or will be working, including direct access to each of them for consultation. The framework of these 
regulations is the "Code of Ethics and Conduct".
Likewise, communication actions and training courses on the "Code of Ethics and Conduct" are carried out among employees in 
order to reinforce their knowledge and proper compliance. In 2022, Repsol has developed a new mandatory global training on the 
A. Executive Summary
B. The Repsol Corporate Governance System
1. Regulatory 
framework
2. Ownership 
structure of the 
Company
3. Repsol's 
governance body
4. Committees of 
the Board of 
Directors
5. Remuneration 
of Directors and 
Senior 
Management
6. Related party 
and intra-group 
transactions
7. Financial 
reporting and 
audits
8. Risk Control 
and 
Management 
Systems
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
63
Annual Corporate Governance Report 2022

Code "Your conduct at stake", in an interactive and practical format aimed at all employees (including part-time employees as a 
novelty) and aimed at continuing to reinforce the culture of compliance and to measure the knowledge that employees have on 
certain issues. In addition, the "Los intachables" communication campaign was developed, with a total of seven actions involving 
senior management, including sketches, interviews, podcasts and references to ethics regulations. Moreover, in 2022, the voluntary 
network of compliance ambassadors was expanded to more than 100 people and three compliance days were held: one worldwide, 
with recognition of best practices in the field, and two local ones, in Mexico and Houston (USA). 
The Ethics and Compliance Committee oversees the monitoring of and compliance with the Code and is responsible for resolving 
any communications it deems relevant, which are received through the channel.
In accordance with the provisions of the Regulations of the Ethics and Compliance Committee, it is multidisciplinary in nature and, 
as of the date of this report, is composed of the General Director of Legal Affairs, the General Director of People and Organization, 
the Corporate Director of Legal Services and Chief Compliance Officer, the Director of Audit, Control and Risks and the Director of 
Labor Relations, Labor Law Management and Occupational Safety.
The company has fourteen policies, which make up Repsol's regulatory body within the framework of the Code of Ethics and Conduct 
and define the public commitment and management fundamentals, establishing principles and guidelines for action for all Repsol 
employees with the purpose of fostering relationships, processes and decision-making in line with the company's values. As part of 
the recurring general process of reviewing and updating internal regulations, in 2022 the Company has revised the "Anti-Corruption 
Policy", changing its name to Integrity Policy, by expanding its content, including aspects linked not only to corruption but also to 
fraud, following the orientation of European regulations. This regulation includes Repsol's express position on the illegal conduct of 
corruption, fraud and conflicts of interest as an additional, more detailed approach than that contained in the Code of Ethics and 
Conduct.
Likewise, in the "Policy on Commercial Relationships with Third Parties", the company undertakes to ensure that the commercial or 
business relationships it enters into with partners, suppliers, contractors and clients are based on legality, ethical principles and 
Repsol's values.
In addition, Repsol has a "Tax Policy", mandatory for all employees and companies of the Group, which includes several 
commitments aimed at ensuring the management of tax matters through good tax practices and acting with transparency, including 
the payment of taxes in a responsible and efficient manner, the promotion of cooperative relations with governments, and the firm 
intention to work to avoid significant risks and unnecessary conflicts.
The policy of "Privacy and Personal Data Protection", whose goal is to guarantee the fundamental right to the protection of personal 
data of all individuals who relate to Repsol Group companies; ensuring respect for the right to honor and privacy in the treatment of 
different types of personal data.
In addition, the company also has an "Internal Code of Conduct of the Repsol Group in the Securities Market Area", approved by the 
Board of Directors, and previously reported favorably by the Audit and Control Committee, which develops aspects such as the rules 
of conduct in relation to the performance, These rules cover aspects such as the rules of conduct in relation to the performance, by 
persons subject to the Regulations, of transactions on securities and financial instruments issued by the Group that are traded in 
securities markets, the treatment and communication of privileged information, transactions on treasury stock, the prohibition of 
manipulation of quotations and the treatment and management of conflicts of interest. The Company has formally established 
mechanisms to promote the dissemination of and compliance with its precepts. For these purposes, in accordance with the 
provisions of said Regulations, the Audit and Control Committee is responsible for supervising the obligations established therein, 
and failure to comply with its provisions shall be considered as a labor misconduct, the seriousness of which shall be determined in 
the procedure to be followed in accordance with the provisions in force, without prejudice to the infraction that may be derived for 
contravening the securities market regulations and the civil or criminal liability that may be demanded from the offender.
Finally, within the scope of Spanish companies and in accordance with the Spanish regulatory framework on the criminal liability of 
legal entities, the Ethics and Compliance Committee acts as the Criminal Prevention Body for the purposes of the provisions of 
Article 31 bis section 2.2 of the Spanish Criminal Code. Repsol has internal regulations (Management of the Crime Prevention Model 
and Internal Investigations of the Ethics and Compliance Committee) with which it structures the prevention model and response 
mechanisms on events that could constitute breaches of the Code of Ethics and Conduct or indications of possible commission of 
criminal offenses reached in the Repsol Crime Prevention Model ( CPM)24 or on suspicions of non-compliance. In this context, the 
Ethics and Compliance Committee approves and monitors the annual plan for the updating and continuous improvement of the 
CPM, of which the following objectives and work carried out should be highlighted:
–
Adaptation of the model (internal regulations and criminal risk matrices) to Organic Law 10/2022, of September 6, on the 
Comprehensive Guarantee of Sexual Freedom, which modifies various aspects of the Criminal Code, including the expansion 
of the catalog of crimes for which the legal entity may be liable (moral integrity, sexual harassment and development of 
discovery and disclosure of secrets).
–
Digitalization of key compliance processes (risks, gifts and hospitality, and conflicts of interest). 
–
Review of the risk control framework (such as subsidy fraud and discovery and disclosure of secrets).
A. Executive Summary
B. The Repsol Corporate Governance System
1. Regulatory 
framework
2. Ownership 
structure of the 
Company
3. Repsol's 
governance body
4. Committees of 
the Board of 
Directors
5. Remuneration 
of Directors and 
Senior 
Management
6. Related party 
and intra-group 
transactions
7. Financial 
reporting and 
audits
8. Risk Control 
and 
Management 
Systems
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
64
Annual Corporate Governance Report 2022
24 Among the crimes included in the model is money laundering (crime no. 15). The Company also has a guide describing the general standards and requirements on money 
laundering and has models of compliance or prevention of money laundering and financing of terrorism of the parties obliged by local and specific regulations.

–
Definition of a minimum standard of control for companies with limited size or activity.
The Company has internal standards and guidelines on due diligence with third parties, conflicts of interest, gifts and hospitality, 
social investment and relations with public officials. These rules are specifically focused on mitigating potential risks of corruption 
and fraud. Repsol also has a Criminal Prevention Manual to improve the company's understanding of criminal risks and the actions 
and behaviors expected of employees. It also has a global training plan that includes, among others, synchronous actions on the role 
of the leader, managers, administrators and representative of Repsol. Finally, there is an online course on the CPM for those 
responsible for the management of CPM controls and communication channels susceptible to receive communications related to it. 
• Ethics & Compliance Channel
In accordance with the provisions of the Board of Directors Regulations, the Audit and Control Committee is responsible for 
establishing a mechanism that allows employees to confidentially and, if possible, anonymously report possible irregularities of 
potential importance, especially financial and accounting irregularities.
In this regard, the company has a communication channel, the "Repsol Ethics and Compliance Channel", which allows company 
employees and any third party to ask questions or report, among other issues, possible breaches of the Code of Ethics and Conduct 
and the Crime Prevention Model, anonymously and confidentially. It is managed by an independent company and is available 24 
hours a day, 7 days a week, by telephone and online.
The Company has the Ethics and Compliance Committee's internal investigations policy, as well as a guide for investigators and 
channel managers on personal data protection and other regulations. This policy emphasizes that no retaliation is permitted against 
anyone who in good faith reports or alerts to a breach or raises questions about the code, internal rules or legislation. Nor against 
anyone who cooperates in an investigation. In particular, all of the above are guaranteed and the principles of impartiality, 
confidentiality, professionalism and independence are paramount.
• Training and regular updating programs
Training at Repsol is aimed at developing the professional skills necessary for the effective performance of the functions entrusted to 
them, complemented by others that encourage and support the professional progression of individuals. It is based on initiatives 
aimed at structuring knowledge, developing skills and fostering the commitment of people in the organization to the company's 
plans, culture and values throughout their professional career.
To this end, the Company has a wide range of training activities ranging from technical subjects, which are organized specifically for 
certain groups, to others of a transversal nature, of a managerial or safety awareness nature.
Through collaboration between Repsol's Training and Learning area and each of the Group's units, Repsol ensures the acquisition 
and updating of fundamental knowledge for the performance of the economic-administrative function, risk management and auditing 
and internal control. To this end, a plan is drawn up of the training needs to be covered both in the short and medium term and the 
corresponding annual plan is designed, identifying and paying attention not only to the training action best suited to each group, but 
also facilitating the monitoring of the degree of compliance with the established objectives. Within this planning, different actions are 
contemplated to disseminate the formalized Internal Control models, in particular the Internal Control over Financial Reporting 
System ('ICFR'), to the different areas and people involved in these models.
In order to meet these needs, both internal resources are used, with training actions designed and given by our own personnel with 
experience and references in their field, and the contracting of prestigious firms selected under quality and specialization criteria, as 
well as other resources such as conferences, lectures, forums, workshops and virtual libraries.
Risk assessment in financial reporting
Characteristics of the risk identification process, including error or fraud.
• Risk identification process
The Repsol Group has an integrated risk management process, as indicated in section 8.1 of this Report. This process establishes a 
homogeneous methodology for the identification and assessment of risks by the responsible areas in the organization. As a result of 
this process, the Repsol Group's Risk Map is drawn up, which includes financial reporting risks.
The identification of the main risks that could affect the objectives of the financial information related to the existence or occurrence, 
integrity, valuation and allocation, presentation and breakdown of operations, and with the rights and obligations that could generate 
a significant impact on the reliability of the Group's financial information, gives rise to the preparation of a Financial Reporting Risk 
Map, in which the following risks have been identified:
•
Leak of confidential or privileged information.
•
Regulatory change with impact on the financial statements.
•
Valuations subject to complex analysis and estimates.
A. Executive Summary
B. The Repsol Corporate Governance System
1. Regulatory 
framework
2. Ownership 
structure of the 
Company
3. Repsol's 
governance body
4. Committees of 
the Board of 
Directors
5. Remuneration 
of Directors and 
Senior 
Management
6. Related party 
and intra-group 
transactions
7. Financial 
reporting and 
audits
8. Risk Control 
and 
Management 
Systems
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
65
Annual Corporate Governance Report 2022

•
Inadequate capture in time and form of transactions with an impact on the financial statements, as well as inadequate analysis 
and valuation of transactions through existing processes, manual means and systems.
•
Fraud in the generation of regulated financial information.
•
Failure to comply with economic and financial reporting requirements in due time and form.
The risk of fraud on financial reporting is analyzed specifically because it is a relevant element in the design, implementation and 
evaluation of the internal control model. Said analysis is developed taking into account, mainly, the references that, in relation to the 
consideration of fraud in the risk assessment, are contemplated in the COSO 2013 methodological framework, ("Assesses Fraud 
Risk" Principle 8) and in the AICPA (American Institute of Certified Public Accountants) framework in its document "Consideration of 
Fraud in a Financial Statement Audit", Section 316 (Standard Auditing Statement 99). As a result of this analysis, the following 
categories of causal factors of the risk of financial reporting fraud have been defined: 
•
Inadequate control environment.
•
Intentional misstatement of the Financial Statements.
•
Unavailability and lack of security in information 
systems
•
Misappropriation of assets.
• Scope and update
The process of identifying and assessing the causal factors of financial reporting risks covers all financial reporting objectives relating 
to the existence or occurrence, completeness, valuation and allocation, presentation and disclosure of transactions, and rights and 
obligations, which could have a significant impact on the reliability of the financial information.
Each of the aforementioned risk categories is in turn made up of one or more specific risks, which are associated with the 
corresponding headings of the financial statements, with the respective processes and with the different companies of the Group.
Finally, for each and every one of the causal factors of the financial reporting risks, the impact that the same could cause is assessed, 
as well as its probability of occurrence. As a product of both magnitudes, the severity of each risk is determined.
The inventory of risks and their assessment in terms of impact and probability is reviewed annually in accordance with the Repsol 
Group's integrated risk management process, as indicated in Appendix IV, relating to risks in the Integrated Management Report 
2022.
• Process for identifying the scope of consolidation
There is a process by which changes in shareholdings in Group companies are identified. Once the changes have been reported, the 
control structure is analyzed, taking into account the principles set forth in the applicable accounting standards, and the method by 
which the company should be included in the consolidation perimeter is determined.
Based on the consolidation perimeter and in coordination with the process of identifying and periodically updating the inventory of 
financial reporting risks, the ICFR Scope Model is determined, as well as the processes and companies that should be covered due to 
their relevance and materiality. This identification is based on both quantitative and qualitative criteria.
In determining the companies that form part of the model, those in which control is exercised, directly or indirectly, are taken into 
account. For these purposes, a company is considered to control an investee when, due to its involvement in it, the Group is 
exposed, or has the right, to variable returns and has the capacity to influence such returns through the power it exercises over such 
investee. Therefore, companies in which there is joint control are not included in the model, since the strategic decisions of the 
activities require the consent of the parties sharing control. However, the model establishes controls aimed at ensuring the 
homogeneity, validity and reliability of the financial information validated by these companies for their inclusion in the consolidated 
financial statements.
• Other types of risks
In the process of identifying and evaluating financial reporting risks, the Repsol Group considers risks of different types that may 
affect the achievement of the organization's objectives, both operational and strategic, as well as compliance, and also significantly 
affect the preparation of the financial statements.
• Body in charge of supervising the process
The Board of Directors reserves the competence to approve the risk control and management policy, including financial and non-
financial reporting and tax risks, and the supervision of internal information and control systems.
In accordance with the Regulations of the Board of Directors of Repsol, the Audit and Control Committee periodically reviews the 
effectiveness of internal control systems, internal audit and risk management systems, including tax risks, so that the main risks are 
identified, managed and adequately disclosed.
A. Executive Summary
B. The Repsol Corporate Governance System
1. Regulatory 
framework
2. Ownership 
structure of the 
Company
3. Repsol's 
governance body
4. Committees of 
the Board of 
Directors
5. Remuneration 
of Directors and 
Senior 
Management
6. Related party 
and intra-group 
transactions
7. Financial 
reporting and 
audits
8. Risk Control 
and 
Management 
Systems
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
66
Annual Corporate Governance Report 2022

The Executive Committee approves the necessary governance elements in the area of risk management, oversees their proper 
implementation and monitors the Company's risk performance.
The Internal Audit Unit is responsible for evaluating the design and operation of the Group's risk management systems.
Control activities 
Procedures for review and authorization of financial information and description of ICFR
The Repsol Group has an internal control over financial reporting system (ICFR) that enables it to comply with the requirements 
established by the regulations applicable to listed companies.
The ICFR model is defined based on the methodological framework of COSO (2013) (Committee of Sponsoring Organizations of the 
Treadway Commission) contained in its report Internal Control-Integrated Framework, with the aim of contributing to the faithful 
recording of transactions in accordance with the corresponding accounting framework, providing reasonable assurance in relation to 
the prevention or detection of errors that could have a significant impact on the information contained in the consolidated financial 
statements. This internal control over financial reporting model is articulated through an integrated process consisting of five 
components, developed through seventeen principles in accordance with the COSO 2013 framework.
1.
The existence of an adequate control environment.
2.
The identification, analysis and evaluation of risks.
3.
The definition and implementation of control activities that mitigate the identified risks.
4.
Information and communication, allowing to know and assume the different responsibilities in control matters.
5.
The supervision of the operation of the system, in order to evaluate its design, the quality of its performance, its 
adaptation, implementation and effectiveness.
The ICFR is integrated into the Organization through the establishment of a scheme of roles and responsibilities for the different 
bodies and functions, included in the procedures duly approved and disseminated within the Group. In addition to what is described 
above in this Report in relation to the processes of review and authorization of the financial information carried out by the Board of 
Directors and the Audit and Control Committee, the following is a detail of those governing bodies and organizational units of the 
Group that have been assigned relevant roles in this matter:
•
Chief Executive Officer and Chief Financial Officer.
All the owners of the controls that make up the ICFR, in relation to compliance with the requirements established in the 
area of internal control, certify that all the controls, associated with processes and risks, of which they are the owners, are in 
force at the close of the financial year and are operating adequately at that date. This is an annual certification process that 
concludes with the certification of the Chief Executive Officer (CEO) and Chief Financial Officer (CFO).
•
Internal Transparency Committee.
The purpose of the Internal Transparency Committee is to promote and reinforce the policies required to ensure that the 
information disclosed to shareholders, markets and regulators is truthful and complete, adequately represents the financial 
situation and the results of operations, and is communicated in compliance with the deadlines and other requirements 
established in the applicable regulations and general principles of market operation and good governance assumed by the 
Company, acting as a support body for the Chairman of the Board of Directors and the Chief Executive Officer.
In accordance with the Regulations of the Internal Transparency Committee, it has been assigned, among others, the 
following functions:
•
Supervise the establishment and maintenance of the procedures relating to the preparation of the information that 
the Company must disclose publicly in accordance with the rules applicable to it or that, in general, it discloses to 
the markets, as well as the controls and procedures aimed at ensuring that (i) such information is recorded, 
processed, summarized and disclosed accurately and promptly, as well as that (ii) such information is compiled and 
disclosed to Senior Management, in such a way as to enable it to decide in advance on the information that must be 
disclosed publicly, proposing such improvements as it may deem appropriate.
•
Review and assess the correctness, reliability, sufficiency and clarity of the information contained in the documents 
that must be presented to the public, and in particular, of the communications that must be made to the regulatory 
bodies and agents of the securities markets in which its securities are traded. 
The Internal Transparency Committee is made up of the heads of the units in charge of economic and tax functions, legal 
services, communication, strategy, audit and control, investor relations, Corporate Governance, reserve control, 
management planning and control, people and organization, and the different businesses.
A. Executive Summary
B. The Repsol Corporate Governance System
1. Regulatory 
framework
2. Ownership 
structure of the 
Company
3. Repsol's 
governance body
4. Committees of 
the Board of 
Directors
5. Remuneration 
of Directors and 
Senior 
Management
6. Related party 
and intra-group 
transactions
7. Financial 
reporting and 
audits
8. Risk Control 
and 
Management 
Systems
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
67
Annual Corporate Governance Report 2022

•
Business Units and Corporate Areas identified as "control owners":
Within the Group, the different Business Units and Corporate Areas identified as "control owners" are responsible for 
ensuring the validity, execution and proper functioning of the processes and controls associated with them. Among these 
Units, those that have a particularly relevant role in the development, maintenance and operation of the ICFR are detailed 
below:
•
The unit that prepares the financial statements and the economic and financial report defines the inventory of ICFR 
controls and processes required to ensure the reliability of the financial information, without prejudice to those that may 
be added or amended by the Audit, Control and Risk Division as a result of its process of defining and evaluating the 
Group's ICFR. 
•
The Unit ensures compliance with tax obligations, tax advice, monitoring, evaluation and implementation of regulatory 
changes, identification, control, monitoring, evaluation and management of tax risks, and the preparation of tax 
information for the financial statements. Also, in accordance with the Code of Good Tax Practices (to which the 
Company has adhered since September 23, 2010), with Law 31/2014, on the reform of the Capital Companies Act for the 
improvement of Corporate Governance and the Tax Policy of the Repsol Group, the Board of Directors, within its non-
delegable competences in the tax area, annually verifies the correct application of tax policies by the Company.
•
The unit that monitors, analyzes, reviews and interprets the accounting standards contained in the regulatory framework 
applicable to the Group.
•
Units that guarantee the efficient use of financial resources, the optimization of financial results and an adequate 
monitoring and control of financial, market and credit risks, in order to ensure the continuity and development of 
business plans.
•
The Unit that establishes the guidelines for defining the Group's organizational structure and size, as well as the 
guidelines and criteria governing the development of the internal regulatory framework and defines the Annual Training 
Plan.
•
The unit ensures that the Group's hydrocarbon reserve estimates comply with the regulations issued by the various 
stock markets where the Company is listed, performs internal reserve audits, coordinates the certifications of external 
reserve auditors and evaluates the quality controls related to reserve information.
•
The Units responsible for the legal and tax function in the Group, which provide legal advice and legal management and 
defense in all kinds of processes or contentious matters, providing legal support to the Group's actions, rights and 
expectations, in order to provide them with efficiency and legal certainty, and to minimize possible legal risks.
•
The Units that define the guidelines, criteria and indicators for management control, monitor business activity and 
approved investments and control compliance with the commitments assumed, proposing corrective measures if 
necessary. 
•
Processes, activities and controls
The documentation comprising the ICFR is basically made up of the following elements:
•
Financial reporting risk map.
•
Scope model.
•
Documentation of the processes achieved by the ICFR.
•
Inventory of controls identified in the different processes.
•
Result of the evaluation of the design and operation of the controls.
•
Certifications of the validity and effectiveness of controls, issued for each financial year.
The ICFR model is supported by a set of standards and procedures and is described in the Internal Control over Financial 
and Non-Financial Reporting Manual.
The internal control system over financial reporting is articulated through a process in which, based on the identification 
and evaluation of financial reporting risks, a scope model is defined that includes the relevant headings of the financial 
statements, the companies covered, the set of relevant processes for the preparation, review and subsequent disclosure of 
financial information, and the control activities aimed at preventing and detecting errors, including fraud, that may arise 
therefrom.
The process of updating the scope of consolidation is used as a starting point to define the companies covered. The ICFR 
includes operational controls for the companies in which control is exercised, directly or indirectly. Additionally, for the rest 
of the relevant non-controlled companies included in the consolidation perimeter, controls are established to ensure the 
homogeneity, validity and reliability of the financial information provided by these companies for their inclusion in the 
consolidated financial statements.
For each of the relevant processes and companies included in the scope of consolidation, their significant financial 
reporting risks and the control activities that mitigate such risks are identified.
A. Executive Summary
B. The Repsol Corporate Governance System
1. Regulatory 
framework
2. Ownership 
structure of the 
Company
3. Repsol's 
governance body
4. Committees of 
the Board of 
Directors
5. Remuneration 
of Directors and 
Senior 
Management
6. Related party 
and intra-group 
transactions
7. Financial 
reporting and 
audits
8. Risk Control 
and 
Management 
Systems
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
68
Annual Corporate Governance Report 2022

The ICFR includes the following types of controls:
•
Manual: those whose execution is based on actions carried out by people, who may use computer tools or 
applications.
•
Automatic: those whose execution relies on the operation of computer tools or applications.
•
Semi-automatic: those that have automatic input in the source systems of the areas/businesses and also have a 
sufficiently relevant/material manual component. Proactive execution may be necessary, but requires to run automatic 
checks autonomously.
•
General computer controls: those that reasonably ensure the reliability, integrity, availability and confidentiality of the 
information contained in the applications considered relevant for financial reporting.
In turn, the controls can be characterized as: 
•
Preventive: aimed at preventing the existence of errors or situations of fraud that could give rise to an error in the 
Repsol Group's financial information.
•
Detective: the purpose of which is to detect errors or situations of fraud that have already occurred and that may give 
rise to an error in the Repsol Group's financial information.
•
Relevant judgments, estimates, valuations and forecasts
The process of preparing financial information sometimes requires the application of judgments and estimates that may 
affect the amount of recorded assets and liabilities, the disclosure of contingent assets and liabilities, as well as recognized 
income and expenses. These estimates may be affected, among other causes, by changes in competitive, economic, 
political, legal, regulatory, social, industrial, business and financial conditions.
In this regard, the Group identifies responsible areas and establishes uniform criteria for judgments, estimates and 
valuations in the processes considered relevant for the preparation of financial information. Specifically, and in accordance 
with Note 3.5 "Accounting estimates and judgments" of the Repsol Group's Consolidated Financial Statements for the 2022 
financial year, these relate to the determination of crude oil and natural gas reserves, the evaluation of investments in 
Venezuela, provisions for litigation, dismantling and other contingencies such as those caused by environmental damage, 
income tax, tax credits and contingencies and deferred tax assets, the recoverable amount of assets and the expected loss 
on financial instruments. The results of these estimates are reported to the Group's management and administrative 
bodies.
The aforementioned bodies are regularly informed of any matter that may affect the Group's business performance and that 
could have a relevant effect on the Group's financial statements. Likewise, the main environmental variables that have or 
may have an impact, directly or through estimates and valuations, on the quantification of the Group's assets, liabilities, 
income or expenses are periodically monitored.
Internal control policies, standards and procedures over financial information systems that support the processes relevant to the 
preparation and publication of financial information.
The Repsol Group has a specific regulatory body in its Information Systems area, based on the international standard ISO 27001, 
which establishes the general principles of action for the different processes in this area.
Considering that the Group's transaction flows are mainly carried out through information systems, an Information Systems Control 
Framework has been established, consisting of a set of controls known as "general computer controls" that reasonably guarantee the 
reliability, integrity, availability and confidentiality of the information contained and processed in the applications relevant to financial 
reporting.
The systems linked to the financial reporting process comply with the security standards established in the regulatory body and are 
audited to verify the proper functioning of the Information Systems Control Framework through the validation of the general 
computer controls that comprise it.
These general computer controls, grouped in the following areas: access security, system development life cycle, data availability 
assurance process and operations assurance, guarantee the achievement of various control objectives and are part of the ICFR, with 
the following characteristics:
•
They contribute to ensure the precision, accuracy and validity of the transactions executed in the applications, since they are 
integrated in their logic, with the objective of preventing and/or detecting unauthorized transactions.
•
They are applied to interfaces with other systems in order to check that the information inputs are complete and accurate, and 
the outputs are correct.
The scope of general computer controls covers the applications relevant to financial reporting and the infrastructure elements that 
service those applications (e.g. technical platforms, servers, databases, data processing centers, etc.).
The Repsol Group has developed a model of segregation of functions in the systems in order to prevent and reduce the risk of errors 
(intentional or not), and especially the fraud factor in the process of reporting financial information. Incompatibility matrices have 
A. Executive Summary
B. The Repsol Corporate Governance System
1. Regulatory 
framework
2. Ownership 
structure of the 
Company
3. Repsol's 
governance body
4. Committees of 
the Board of 
Directors
5. Remuneration 
of Directors and 
Senior 
Management
6. Related party 
and intra-group 
transactions
7. Financial 
reporting and 
audits
8. Risk Control 
and 
Management 
Systems
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
69
Annual Corporate Governance Report 2022

been defined and implemented in the applications that support the relevant processes reached by the ICFR, allowing continuous 
monitoring of conflicts and detecting the cases in which the functions are not executed according to the defined profiles. Once the 
conflicts have been identified, remediation plans are defined for them, aimed in some cases at adapting the security profiles and roles 
that cause these conflicts and in other cases at identifying and implementing mitigating controls that guarantee adequate coverage of 
the risks associated with these conflicts.
Internal control policies and procedures designed to supervise the management of activities outsourced to third parties, as well 
as those aspects of evaluation, calculation or valuation entrusted to independent experts, which may materially affect the 
financial statements.
The Repsol Group has a procedure for the identification, establishment of control criteria and supervision of the activities 
subcontracted to third parties in the different business processes. In accordance with this procedure, the impact and nature of the 
activities carried out by these suppliers is analyzed, concluding whether the activities carried out materially affect the financial 
statements in the following aspects:
•
Significant transactions for the Group's financial statements.
•
Manual or automatic procedures for initiating, recording, processing or reporting significant transactions from inception to 
inclusion in the financial statements.
•
Manual or automatic accounting records that support the collection, recording, processing and reporting of transactions, 
information or specific accounts of the Group's financial statements.
•
Relevant information systems in the collection of significant events and conditions for recording the results of operations and 
the preparation of financial statements.
•
Financial reporting process used to prepare financial statements, including significant accounting estimates and disclosures.
Once the outsourced activities that may materially affect the financial statements have been identified, the appropriate internal 
control of the services provided is supervised. In this regard, in accordance with the methodology established in the COSO 2013 
framework and the ISA 402 (International Standard on Auditing), the Repsol Group decides, depending on the characteristics of the 
subcontracted supplier or third party, to carry out a supervision under one of the following approaches:
•
Request an independent audit report from the outsourced third party in order to obtain relevant information regarding your 
internal control. Examples of reports include SOC (Service Organization Control) reports under AICPA (American Institute of 
Certified Public Accountants) SSAE 16 or ISAE 3402 (International Standard on Assurance Engagements 3402).
•
Understanding by the service user of the nature of the service and the identification of mitigating controls within the Repsol 
Group's financial reporting process.
•
Conduct independent evaluations of the supplier's internal control system.
Information and communication
Units responsible for accounting policies 
The Group has a Unit responsible for monitoring, analyzing and reviewing the accounting regulations contained in the regulatory 
framework applied in the preparation of the consolidated financial statements, analyzing and resolving queries on the interpretation 
and proper application thereof. New developments in accounting standards and techniques, as well as the results of the different 
analyses performed, are formally communicated periodically to the organizational units involved in the preparation of the financial 
information.
There are also accounting criteria manuals which establish the accounting rules, policies and criteria adopted by the Group. These 
manuals are reviewed and updated periodically and whenever there is a relevant change in the regulatory framework. The manuals are 
available on the intranet.
In the financial year 2022, the Group's accounting criteria manuals have been updated mainly as a result of the changes in the 
International Financial Reporting Standards adopted by the European Union, which are mandatory as from January 1, 2022. 
Mechanisms for the collection and preparation of financial 
i f
i
The Group has integrated information systems, both for the accounting recording of transactions and for the preparation of 
individual and consolidated financial statements. It also has centralized codification and parameterization processes which, together 
with the accounting criteria manuals, ensure the integrity and homogeneity of the information. Finally, there are also tools for the 
processing of information related to the collection and preparation of the breakdowns of information contained in the notes to the 
financial statements. The systems linked to the process of preparing and reporting financial information comply with the security 
standards established by the general computer controls defined for the information systems (see section 8.2 in relation to internal 
control policies and procedures on information systems in this Report).
A. Executive Summary
B. The Repsol Corporate Governance System
1. Regulatory 
framework
2. Ownership 
structure of the 
Company
3. Repsol's 
governance body
4. Committees of 
the Board of 
Directors
5. Remuneration 
of Directors and 
Senior 
Management
6. Related party 
and intra-group 
transactions
7. Financial 
reporting and 
audits
8. Risk Control 
and 
Management 
Systems
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
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Supervision of system performance
Role of the Audit Committee, internal audit function, scope of ICFR assessment and action plans
In accordance with the provisions of the Regulations of the Board of Directors, the Audit and Control Committee is responsible for 
supervising the preparation and presentation process, as well as the integrity of the financial and non-financial information relating to 
the Company and the Group, reviewing compliance with regulatory requirements, the appropriate delimitation of the scope of 
consolidation and the correct application of accounting criteria. It is also responsible for periodically reviewing the effectiveness of 
internal control systems, internal audit and risk management systems, including tax risks, so that the main risks are properly 
identified, managed and disclosed.
The Audit and Control Committee analyzes and approves, if necessary, the annual internal audit planning, as well as other occasional 
or specific additional plans that may have to be carried out as a result of regulatory changes or the needs of the Group's business 
organization.
The annual internal audit planning is aimed at evaluating and supervising the correct functioning and adequacy of the Group's 
internal control and risk management systems (operational, strategic, financial and compliance).
The Audit, Control and Risk Management Department reports to the Audit and Control Committee and performs its function in 
accordance with international standards aligned with the best market practices, as well as the requirements of the different regulatory 
frameworks applicable in the countries where the Repsol Group carries out business and activities. In order to ensure quality in the 
financial year, it has a "Quality Assurance and Improvement Plan", which is evaluated periodically, and the results of which are 
reported to the Audit and Control Committee.
The Audit, Control and Risk Management is in charge of assessing the reasonableness and adequacy of the design and operation of 
the Internal Control and Risk Management Systems in the Group, contributing to their improvement and covering the following 
control objectives:
•
That the risks that may affect the Organization are adequately identified, measured, prioritized and controlled in accordance 
with the Risk Management Policy signed by the Board of Directors.
•
That the operations are carried out with criteria of effectiveness and efficiency.
•
That operations are carried out in accordance with applicable laws, regulations and contracts, as well as with the policies, 
standards or procedures in force.
•
That the assets are adequately protected and reasonably controlled.
•
That the most significant financial, management and operating information is adequately prepared and reported.
The Audit, Control and Risk Department reports to the Audit and Control Committee on the conclusions of the work performed, as 
well as the proposed corrective measures and the degree of compliance with them, this Department being a support to know the 
irregularities, anomalies and non-compliances, whenever relevant, of the audited units, informing the Board of Directors of the cases 
that may represent a relevant risk for the Group.
In this regard, and with respect to the Internal Control over Financial Reporting System (ICFR), the Audit, Control and Risk 
Department supports the ICFR supervision work carried out by the Board of Directors, the Audit and Control Committee and the 
Internal Transparency Committee, and informs the owners of the controls of any weakness or incident detected in the process of 
updating and evaluating the ICFR.
At the end of the financial year, the Audit, Control and Risk Department informs the Internal Transparency Committee, the Audit and 
Control Committee and the Board of Directors of the results of the ICFR evaluation and, where appropriate, of any weaknesses 
detected in the course of the evaluation.
The Audit, Control and Risk Department has carried out its evaluation on the effectiveness of the ICFR for the financial year 2022, 
without having detected any significant or material weaknesses, concluding that it is effective, in accordance with the criteria 
established by COSO 2013.
Procedure for discussion with senior management, the Audit Committee and the entity's directors regarding significant 
internal control weaknesses identified during the review process and action plans.
The Audit, Control and Risk Management, as stated in the previous point of this Report, informs the Audit and Control Committee of 
the conclusions of the work performed, as well as the corrective measures proposed and the degree of compliance with them.
The Audit and Control Committee's duties include establishing the appropriate relations with the External Auditor in order to receive 
regular information on the audit plan and the results of its execution, as well as on any other matters related to the auditing process 
and its corresponding regulations. It also verifies that the management team takes into account the recommendations of the External 
Auditor.
In addition, the Audit and Control Committee periodically requires the External Auditor, at least once a year, to evaluate the quality of 
the internal control procedures and systems and discusses with him any significant weaknesses detected during the audit and 
A. Executive Summary
B. The Repsol Corporate Governance System
1. Regulatory 
framework
2. Ownership 
structure of the 
Company
3. Repsol's 
governance body
4. Committees of 
the Board of 
Directors
5. Remuneration 
of Directors and 
Senior 
Management
6. Related party 
and intra-group 
transactions
7. Financial 
reporting and 
audits
8. Risk Control 
and 
Management 
Systems
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
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Annual Corporate Governance Report 2022

requests an opinion on the effectiveness of the ICFR. In this sense, the external auditor has carried out its reasonable assurance 
review on the design and effectiveness of the ICFR for the financial year 2022 as well as the description included in this Report.
External auditor's report
The Group has had the design and effectiveness of the Internal Control over Financial Reporting System (ICFR) reviewed by the 
External Auditor (PricewaterhouseCoopers Auditores, S.L.) in relation to the financial information contained in the consolidated 
financial statements of the Repsol Group as of December 31, 2022, as well as the description thereof included in this Report. 
A. Executive Summary
B. The Repsol Corporate Governance System
1. Regulatory 
framework
2. Ownership 
structure of the 
Company
3. Repsol's 
governance body
4. Committees of 
the Board of 
Directors
5. Remuneration 
of Directors and 
Senior 
Management
6. Related party 
and intra-group 
transactions
7. Financial 
reporting and 
audits
8. Risk Control 
and 
Management 
Systems
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
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Annual Corporate Governance Report 2022

Annex I: Analysis of compliance with the 
recommendations of the Good Governance 
Code of Listed Companies
1.   That the articles of incorporation of listed companies should not limit the maximum number of votes that may be cast by one 
shareholder or contain other restrictions that hinder the takeover of control of the company through the acquisition of its shares on 
the market. 
Complies
Complies partially
Explain
Not applicable
Explanation
x
2.  That when the listed company is controlled by another entity in the meaning of Article 42 of the Commercial Code, whether listed 
or not, and has, directly or through its subsidiaries, business relations with said entity or any of its subsidiaries (other than the listed 
company) or carries out activities related to those of any of them it should make accurate public disclosures on: 
a) The respective areas of activity and possible business relationships between the listed company or its subsidiaries and 
the parent company or its subsidiaries. 
b) The mechanisms in place to resolve any conflicts of interest that may arise. 
Complies
Complies partially
Explain
Not applicable
Explanation
X
3. That, during the ordinary General Shareholders’ Meeting, as a complement to the distribution of the written annual corporate 
governance report, the chairman of the Board of Directors should inform shareholders orally, in sufficient detail, of the most 
significant aspects of the company's corporate governance, and in particular:
a) Changes that have occurred since the last General Shareholders’ Meeting.
b) Specific reasons why the company has not followed one or more of the recommendations of the Code of Corporate 
Governance and the alternative rules applied, if any.
Complies
Complies partially
Explain
Not applicable
Explanation
X
4.   That the company should define and promote a policy on communication and contact with shareholders and institutional 
investors, within the framework of their involvement in the company, and with proxy advisors that complies in all aspects with rules 
against market abuse and gives equal treatment to similarly situated shareholders. And that the company should publish this policy 
on its website, including information on how it has been put into practice and identifying the contact persons or those responsible for 
implementing it. 
And that, without prejudice to the legal obligations regarding dissemination of inside information and other types of regulated 
information, the company should also have a general policy regarding the communication of economic-financial, non-financial and 
corporate information through such channels as it may consider appropriate (communication media, social networks or other 
channels) that helps to maximise the dissemination and quality of information available to the market, investors and other 
stakeholders.
Complies
Complies partially
Explain
Not applicable
Explanation
X
5. That the Board of Directors should not submit to the General Shareholders’ Meeting any proposal for delegation of powers 
allowing the issue of shares or convertible securities with the exclusion of preemptive rights in an amount exceeding 20% of the 
capital at the time of delegation.
A. Executive Summary
B. The Repsol Corporate Governance System
1. Regulatory 
framework
2. Ownership 
structure of the 
Company
3. Repsol's 
governance body
4. Committees of 
the Board of 
Directors
5. Remuneration 
of Directors and 
Senior 
Management
6. Related party 
and intra-group 
transactions
7. Financial 
reporting and 
audits
8. Risk Control 
and 
Management 
Systems
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
73
Annual Corporate Governance Report 2022

And that whenever the Board of Directors approves any issue of shares or convertible securities with the exclusion of preemptive 
rights, the company should immediately publish the reports referred to by company law on its website.
Complies
Complies partially
Explain
Not applicable
Explanation
X
6. That listed companies that prepare the reports listed below, whether under a legal obligation or voluntarily, should publish them 
on their website with sufficient time before the General Shareholders’ Meeting, even if their publication is not mandatory:
a) Report on the auditor’s independence.
b) Reports on the workings of the audit and nomination and remuneration committees.
c) Report by the audit committee on related party transactions.
Complies
Complies partially
Explain
Not applicable
Explanation
X
7. That the company should transmit in real time, through its website, the proceedings of the General Shareholders’ Meetings.
And that the company should have mechanisms in place allowing the delegation and casting of votes by  means of data transmission 
and even, in the case of large-caps and to the extent that it is proportionate, attendance and active participation in the General 
Meeting to be conducted by such remote means.
Complies
Complies partially
Explain
Not applicable
Explanation
X
8. The audit committee should ensure that the annual accounts submitted by the board of directors to the general meeting of 
shareholders are drawn up in accordance with accounting regulations. In those cases in which the auditor has included a qualification 
in its audit report, the chairman of the audit committee should clearly explain the audit committee's opinion on its content and scope 
at the general meeting, making a summary of said opinion available to the shareholders at the time of publication of the notice of the 
meeting, together with the rest of the proposals and reports of the board.
Complies
Complies partially
Explain
Not applicable
Explanation
X
9. That the company should permanently publish on its website the requirements and procedures for certification of share 
ownership, the right of attendance at the General Shareholders’ Meetings, and the exercise of the right to vote or to issue a proxy. 
And that such requirements and procedures promote attendance and the exercise of shareholder rights in a non-discriminatory 
fashion.
Complies
Complies partially
Explain
Not applicable
Explanation
X
10. That when a duly authenticated shareholder has exercised his or her right to complete the agenda or to make new proposals for 
resolutions in advance of the General Shareholders’ Meeting, the company:
a) Should immediately distribute such complementary points and new proposals for resolutions. 
b) Should publish the attendance, proxy and remote voting card specimen with the necessary changes such that the new 
agenda items and alternative proposals can be voted on in the same terms as those proposed by the Board of Directors. 
c) Should submits all these points or alternative proposals to a vote and apply the same voting rules to them as to those 
formulated by the Board of Directors including, in particular, assumptions or default positions regarding votes for or 
against. 
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
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Annual Corporate Governance Report 2022

d) That after the General Shareholders’ Meeting, a breakdown of the voting on said additions or alternative proposals be 
communicated. 
Complies
Complies partially
Explain
Not applicable
Explanation
X
11. That if the company intends to pay premiums for attending the General Shareholders’ Meeting, it should establish in advance a 
general policy on such premiums and this policy should be stable. 
Complies
Complies partially
Explain
Not applicable
Explanation
X
12. That the Board of Directors should perform its functions with a unity of purpose and independence of criterion, treating all 
similarly situated shareholders equally and being guided by the best interests of the company, which is understood to mean the 
pursuit of a profitable and sustainable business in the long term, promoting its continuity and maximising the economic value of the 
business. 
And that in pursuit of the company’s interest, in addition to complying with applicable law and rules and conducting itself on the 
basis of good faith, ethics and a respect for commonly accepted best practices, it should seek to reconcile its own company interests, 
when appropriate, with the interests of its employees, suppliers, clients and other stakeholders that may be affected, as well as the 
impact of its corporate activities on the communities in which it operates and on the environment.
Complies
Complies partially
Explain
Not applicable
Explanation
X
13. That the Board of Directors should be of an appropriate size to perform its duties effectively and in a collegial manner, which 
makes it advisable for it to have between five and fifteen members. 
Complies
Complies partially
Explain
Not applicable
Explanation
X
14. That the Board of Directors should approve a policy aimed at favouring an appropriate composition of the Board and that: 
a) Is concrete and verifiable; 
b) Ensures that proposals for appointment or re-election are based upon a prior analysis of the skills required by the Board 
of Directors; and
c) Favours diversity of knowledge, experience, age and gender. For these purposes, it is considered that the measures that 
encourage the company to have a significant number of female senior executives favour gender diversity.
That the result of the prior analysis of the skills required by the Board of Directors be contained in the supporting report from the 
nomination committee published upon calling the General Shareholders’ Meeting to which the ratification, appointment or re-
election of each director is submitted. 
The nomination committee will annually verify compliance with this policy and explain its findings in the annual corporate 
governance report.
Complies
Complies partially
Explain
Not applicable
Explanation
X
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
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Annual Corporate Governance Report 2022

15. That proprietary and independent directors should constitute a substantial majority of the Board of Directors and that the number 
of executive directors be kept to a minimum, taking into account the complexity of the corporate group and the percentage of equity 
participation of executive directors..
And that the number of female directors should represent at least 40% of the members of the Board of Directors before the end of 
2022 and thereafter, and no less 30% prior to that date.
Complies
Complies partially
Explain
Not applicable
Explanation
X
In 2020, the Company committed to increase the number of female Directors to reach at least 40% of the total number of members of 
the Board of Directors. In this regard, for some months now, the Nomination Committee is carrying out, with the support of a 
specialized external consultant, a process of active search and analysis of potential female candidates in order to propose, at the next 
General Shareholders' Meeting in 2023, the nomination of a woman as Director and thus achieve the aforementioned objective and 
favor, in addition to gender diversity, the maximization of talent within the Board of Directors.
16. That the number of proprietary directors as a percentage of the total number of non-executive directors not be greater than the 
proportion of the company's share capital represented by those directors and the rest of the capital.
This criterion may be relaxed:
a) In large-cap companies where very few shareholdings are legally considered significant.
b) In the case of companies where a plurality of shareholders is represented on the Board of Directors without ties among 
them.
Complies
Complies partially
Explain
Not applicable
Explanation
X
17. That the number of independent directors should represent at least half of the total number of directors.
That, however, when the company does not have a high level of market capitalisation or in the event that it is a large-cap company 
with one shareholder or a group of shareholders acting in concert who together control more than 30% of the company’s share 
capital, the number of independent directors should represent at least one third of the total number of directors.
Complies
Complies partially
Explain
Not applicable
Explanation
X
18. That companies should publish the following information on its directors on their website, and keep it up to date:
a) Professional profile and biography.
b) Any other Boards to which the directors belong, regardless of whether or not the companies are listed, as well as any 
other remunerated activities engaged in, regardless of type.
c) Category of directorship, indicating, in the case of individuals who represent significant shareholders, the shareholder 
that they represent or to which they are connected.
d) Date of their first appointment as a director of the company’s Board of Directors, and any subsequent re-elections.
e) Company shares and share options that they own.
Complies
Complies partially
Explain
Not applicable
Explanation
X
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
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19. That the annual corporate governance report, after verification by the nomination committee, should explain the reasons for the 
appointment of any proprietary directors at the proposal of shareholders whose holding is less than 3%. It should also explain, if 
applicable, why formal requests from shareholders for presence on the Board were not honoured, when their shareholding was equal 
to or exceeded that of other shareholders whose proposal for proprietary directors was honoured.
Complies
Complies partially
Explain
Not applicable
Explanation
X
20. That proprietary directors representing significant shareholders should resign from the Board when the shareholder they 
represent disposes of its entire shareholding. They should also resign, in a proportional fashion, in the event that said shareholder 
reduces its percentage interest to a level that requires a decrease in the number of proprietary directors.
Complies
Complies partially
Explain
Not applicable
Explanation
X
21. That the Board of Directors should not propose the dismissal of any independent director before the completion of the director’s 
term provided for in the articles of incorporation unless the Board of Directors finds just cause and a prior report has been prepared 
by the nomination committee. 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 inherent to his or her 
post as a director, fails to complete the tasks inherent to his or her post, or is affected by any of the circumstances which would cause 
the loss of independent status in accordance with applicable law.
The dismissal of independent directors may also be proposed as a result of a public takeover bid, merger or other similar corporate 
transaction entailing a change in the shareholder structure of the company, provided that such changes in the structure of the Board 
are the result of application of the proportionate representation criterion provided in Recommendation 16.
Complies
Complies partially
Explain
Not applicable
Explanation
X
22. That companies should establish rules requiring that directors inform the Board of Directors and, where appropriate, resign from 
their posts, when circumstances arise which affect them, whether or not related to their actions in the company itself, and which may 
harm the company’s standing and reputation, and in particular requiring them to inform the Board of any criminal proceedings in 
which they appear as suspects or defendants, as well as of how the legal proceedings subsequently unfold. 
And that, if the Board is informed or becomes aware in any other manner of any of the circumstances mentioned above, it must 
investigate the case as quickly as possible and, depending on the specific circumstances, decide, based on a report from the 
nomination and remuneration committee, whether or not any measure must be adopted, such as the opening of an internal 
investigation, asking the director to resign or proposing that he or she be dismissed. And that these events must be reported in the 
annual corporate governance report, unless there are any special reasons not to do so, which must also be noted in the minutes. This 
without prejudice to the information that the company must disseminate, if appropriate, at the time when the corresponding 
measures are implemented
Complies
Complies partially
Explain
Not applicable
Explanation
X
23. That all directors clearly express their opposition when they consider any proposal submitted to the Board of Directors to be 
against the company’s interests. This particularly applies to independent directors and directors who are unaffected by a potential 
conflict of interest if the decision could be detrimental to any shareholders not represented on the Board of Directors.
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.
This recommendation also applies to the secretary of the Board of Directors, even if he or she is not a director.
Complies
Complies partially
Explain
Not applicable
Explanation
X
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
77
Annual Corporate Governance Report 2022

24. That whenever, due to resignation or resolution of the General Shareholders' Meeting, a director leaves before the completion of 
his or her term of office, the director should explain the reasons for this decision, or in the case of non-executive directors, their 
opinion of the reasons for cessation, in a letter addressed to all members of the Board of Directors. 
And that, without prejudice to all this being reported in the annual corporate governance report, insofar as it is relevant to investors, 
the company must publish the cessation as quickly as possible, adequately referring to the reasons or circumstances adduced by the 
director.
Complies
Complies partially
Explain
Not applicable
Explanation
X
25. That the nomination committee should make sure that non-executive directors have sufficient time available in order to properly 
perform their duties.
And that the Board regulations establish the maximum number of company Boards on which directors may sit.
Complies
Complies partially
Explain
Not applicable
Explanation
X
26. That the Board of Directors meet frequently enough to be able to effectively perform its duties, and at least eight times per year, 
following a schedule of dates and agendas established at the beginning of the year and allowing each director individually to propose 
other items that do not originally appear on the agenda.
Complies
Complies partially
Explain
Not applicable
Explanation
X
27. That director absences occur only when absolutely necessary and be quantified in the annual corporate governance report. And 
when absences do occur, that the director appoint a proxy with instructions.
Complies
Complies partially
Explain
Not applicable
Explanation
X
28. That when directors or the secretary express concern regarding a proposal or, in the case of directors, regarding the direction in 
which the company is headed and said concerns are not resolved by the Board of Directors, such concerns should be included in the 
minutes at the request of the director expressing them.
Complies
Complies partially
Explain
Not applicable
Explanation
X
29. That the company should establishes adequate means for directors to obtain appropriate advice in order to properly fulfil their 
duties including, should circumstances warrant, external advice at the company’s expense.
Complies
Complies partially
Explain
Not applicable
Explanation
X
30. That, without regard to the knowledge necessary for directors to complete their duties, companies make refresher courses 
available to them when circumstances make this advisable.
Complies
Complies partially
Explain
Not applicable
Explanation
X
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
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Annual Corporate Governance Report 2022

31. That the agenda for meetings should clearly indicate those matters on which the Board of Directors is to make a decision or adopt 
a resolution so that the directors may study or gather all relevant information ahead of time.
When, in exceptional circumstances, the chairman wishes to bring urgent matters for decision or resolution before the Board of 
Directors which do not appear on the agenda, prior express agreement of a majority of the directors shall be necessary, and said 
consent shall be duly recorded in the minutes.
Complies
Complies partially
Explain
Not applicable
Explanation
X
32. That directors be periodically informed of changes in shareholding and of the opinions of significant shareholders, investors and 
rating agencies of the company and its group.
Complies
Complies partially
Explain
Not applicable
Explanation
X
33. That the chairman, as the person responsible for the efficient workings of the Board of Directors, in addition to carrying out the 
duties assigned by law and the articles of incorporation, should prepare and submit to the Board of Directors a schedule of dates and 
matters to be considered; organise and coordinate the periodic evaluation of the Board as well as, if applicable, the chief executive of 
the company, should be responsible for leading the Board and the effectiveness of its work; ensuring that sufficient time is devoted to 
considering strategic issues, and approve and supervise refresher courses for each director when circumstances make this advisable.
Complies
Complies partially
Explain
Not applicable
Explanation
X
34. That when there is a coordinating director, the articles of incorporation or Board regulations should confer upon him or her the 
following powers in addition to those conferred by law: to chair the Board of Directors in the absence of the chairman and deputy 
chairmen, should there be any; to reflect the concerns of non-executive directors; to liaise with investors and shareholders in order to 
understand their points of view and respond to their concerns, in particular as those concerns relate to corporate governance of the 
company; and to coordinate a succession plan for the chairman.
Complies
Complies partially
Explain
Not applicable
Explanation
X
35. That the secretary of the Board of Directors should pay special attention to ensure that the activities and decisions of the Board of 
Directors take into account such recommendations regarding good governance contained in this Good Governance Code as may be 
applicable to the company.
Complies
Complies partially
Explain
Not applicable
Explanation
X
36. That the Board of Directors meet in plenary session once a year and adopt, where appropriate, an action plan to correct any 
deficiencies detected in the following:
a) The quality and efficiency of the Board of Directors’ work.
b) The workings and composition of its committees.
c) Diversity in the composition and skills of the Board of Directors.
d) Performance of the chairman of the Board of Directors and of the chief executive officer of the company.
e) Performance and input of each director, paying special attention to those in charge of the various Board committees.
In order to perform its evaluation of the various committees, the Board of Directors will take a report from the committees 
themselves as a starting point and for the evaluation of the Board, a report from the nomination committee.
Every three years, the Board of Directors will rely for its evaluation upon the assistance of an external advisor, whose independence 
shall be verified by the nomination committee.
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
79
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Business relationships between the external adviser or any member of the adviser’s group and the company or any company within 
its group must be specified in the annual corporate governance report.
The process and the areas evaluated must be described in the annual corporate governance report.
Complies
Complies partially
Explain
Not applicable
Explanation
X
37. That if there is an executive committee, it must contain at least two non-executive directors, at least one of whom must be 
independent, and its secretary must be the secretary of the Board.
Complies
Complies partially
Explain
Not applicable
Explanation
X
38. That the Board of Directors must always be aware of the matters discussed and decisions taken by the executive committee and 
that all members of the Board of Directors receive a copy of the minutes of meetings of the executive committee.
Complies
Complies partially
Explain
Not applicable
Explanation
X
39. That the members of the audit committee, in particular its chairman, be appointed in consideration of their knowledge and 
experience in accountancy, audit and risk management issues, both financial and non-financial
That the members of the audit committee, in particular its chairman, be appointed in consideration of their knowledge and 
experience in accountancy, audit and risk management issues, both financial and non-financial.
Complies
Complies partially
Explain
Not applicable
Explanation
X
40. That under the supervision of the audit committee, there should be a unit in charge of the internal audit function, which ensures 
that information and internal control systems operate correctly, and which reports to the non-executive chairman of the Board or of 
the audit committee.
Complies
Complies partially
Explain
Not applicable
Explanation
X
41. That the person in charge of the unit performing the internal audit function should present an annual work plan to the audit 
committee, for approval by that committee or by the Board, reporting directly on its execution, including any incidents or limitations 
of scope, the results and monitoring of its recommendations, and present an activity report at the end of each year.
Complies
Complies partially
Explain
Not applicable
Explanation
X
42. That in addition to the provisions of applicable law, the audit committee should be responsible for the following: 
1. With regard to information systems and internal control: 
a) Supervising and evaluating the process of preparation and the completeness of the financial and non-financial 
information, as well as the control and management systems for financial and non-financial risk relating to the 
company and, if applicable, the group - including operational , technological, legal, social, environmental, political 
and reputational risk, or risk related to corruption - reviewing compliance with regulatory requirements, the 
appropriate delimitation of the scope of consolidation and the correct application of accounting criteria. 
b) Ensuring the independence of the unit charged with the internal audit function; proposing the selection, 
appointment and dismissal of the head of internal audit; proposing the budget for this service; approving or 
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
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proposing its orientation and annual work plans for approval by the Board, making sure that its activity is focused 
primarily on material risks (including reputational risk); receiving periodic information on its activities; and 
verifying that senior management takes into account the conclusions and recommendations of its reports. 
c) Establishing and supervising a mechanism that allows employees and other persons related to the company, 
such as directors, shareholders, suppliers, contractors or subcontractors, to report any potentially serious 
irregularities, especially those of a financial or accounting nature, that they observe in the company or its group. 
This mechanism must guarantee confidentiality and in any case provide for cases in which the communications 
can be made anonymously, respecting the rights of the whistleblower and the person reported.
d) Generally ensuring that internal control policies and systems are effectively applied in practice.
2. With regard to the external auditor: 
a) In the event that the external auditor resigns, examining the circumstances leading to such resignation. 
b) Ensuring that the remuneration paid to the external auditor for its work does not compromise the quality of the 
work or the auditor’s independence. 
c) Making sure that the company informs the CNMV of the change of auditor, along with a statement on any 
differences that arose with the outgoing auditor and, if applicable, the contents thereof. 
d) Ensuring that the external auditor holds an annual meeting with the Board of Directors in plenary session in 
order to make a report regarding the tasks performed and the development of the company's accounting situation 
and risks. 
e) Ensuring that the company and the external auditor comply with applicable rules regarding the provision of 
services other than auditing, limits on the concentration of the auditor’s business, and, in general, all other rules 
regarding auditors' independence.
Complies
Complies partially
Explain
Not applicable
Explanation
X
43. That the audit committee be able to require the presence of any employee or manager of the company, even stipulating that he or 
she appear without the presence of any other member of management.
Complies
Complies partially
Explain
Not applicable
Explanation
X
44. That the audit committee be kept abreast of any corporate and structural changes planned by the company in order to perform an 
analysis and draw up a prior report to the Board of Directors on the economic conditions and accounting implications and, in 
particular, any exchange ratio involved. 
Complies
Complies partially
Explain
Not applicable
Explanation
X
45. That the risk management and control policy identify or determine, as a minimum: 
a) The various types of financial and non-financial risks (including operational, technological, legal, social, environmental, political 
and reputational risks and risks relating to corruption) which the company faces, including among the financial or economic risks 
contingent liabilities and other off-balance sheet risks. 
b) A risk control and management model based on different levels, which will include a specialised risk committee when 
sector regulations so require or the company considers it to be appropriate.
c) The level of risk that the company considers to be acceptable. 
d) Measures in place to mitigate the impact of the risks identified in the event that they should materialise. 
e) Internal control and information systems to be used in order to control and manage he aforementioned risks, including 
contingent liabilities or off-balance sheet risks.
Complies
Complies partially
Explain
Not applicable
Explanation
X
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
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46. That under the direct supervision of the audit committee or, if applicable, of a specialised committee of the Board of Directors, an 
internal risk control and management function should exist, performed by an internal unit or department of the company which is 
expressly charged with the following responsibilities: 
a) Ensuring the proper functioning of risk management and control systems and, in particular, that they adequately identify, 
manage and quantify all material risks affecting the company. 
b) Actively participating in drawing up the risk strategy and in important decisions regarding risk management. 
c) Ensuring that the risk management and control systems adequately mitigate risks as defined by the policy laid down by 
the Board of Directors. 
Complies
Complies partially
Explain
Not applicable
Explanation
X
47. That in designating the members of the nomination and remuneration committee – or of the nomination committee and the 
remuneration committee if they are separate – care be taken to ensure that they have the knowledge, aptitudes and experience 
appropriate to the functions that they are called upon to perform and that the majority of said members are independent directors. 
Complies
Complies partially
Explain
Not applicable
Explanation
X
48. That large-cap companies have separate nomination and remuneration committees.  
Complies
Complies partially
Explain
Not applicable
Explanation
X
49. That the nomination committee consult with the chairman of the Board of Directors and the chief executive of the company, 
especially in relation to matters concerning executive directors. 
And that any director be able to ask the nomination committee to consider potential candidates that he or she considers suitable to 
fill a vacancy on the Board of Directors. 
Complies
Complies partially
Explain
Not applicable
Explanation
X
50. That the remuneration committee exercise its functions independently and that, in addition to the functions assigned to it by law, 
it should be responsible for the following: 
a) Proposing the basic conditions of employment for senior management to the Board of Directors. 
b) Verifying compliance with the company's remuneration policy. 
c) Periodically reviewing the remuneration policy applied to directors and senior managers, including share-based 
remuneration systems and their application, as well as ensuring that their individual remuneration is proportional to that 
received by the company's other directors and senior managers. 
d) Making sure that potential conflicts of interest do not undermine the independence of external advice given to the 
committee. 
e) Verifying the information on remuneration of directors and senior managers contained in the various corporate 
documents, including the annual report on director remuneration. 
Complies
Complies partially
Explain
Not applicable
Explanation
X
51. That the remuneration committee should consult with the chairman and the chief executive of the company, especially on matters 
relating to executive directors and senior management.  
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
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Annual Corporate Governance Report 2022

Complies
Complies partially
Explain
Not applicable
Explanation
X
52. That the rules regarding the composition and workings of the supervision and control committees should appear in the 
regulations of the Board of Directors and that they should be consistent with those applying to legally mandatory committees in 
accordance with the foregoing recommendations, including: 
a) That they be composed exclusively of non-executive directors, with a majority of independent directors. 
b) That their chairpersons be independent directors. 
c) That the Board of Directors select members of these committees taking into account their knowledge, skills and 
experience and the duties of each committee; discuss their proposals and reports; and require them to render account of 
their activities and of the work performed in the first plenary session of the Board of Directors held after each committee 
meeting. 
d) That the committees be allowed to avail themselves of outside advice when they consider it necessary to perform their 
duties. 
e) That their meetings be recorded and the minutes be made available to all directors. 
Complies
Complies partially
Explain
Not applicable
Explanation
X
53. That verification of compliance with the company's policies and rules on environmental, social and corporate governance matters, 
and with the internal codes of conduct be assigned to one or divided among more than one committee of the Board of Directors, 
which may be the audit committee, the nomination committee, a specialised committee on sustainability or corporate social 
responsibility or such other specialised committee as the Board of Directors, in the exercise of its powers of self-organisation, may 
have decided to create. And that such committee be composed exclusively of non-executive directors, with a majority of these being 
independent directors, and that the minimum functions indicated in the next recommendation be specifically assigned to it.
Complies
Complies partially
Explain
Not applicable
Explanation
X
54. The minimum functions referred to in the foregoing recommendation are the following:
a) Monitoring of compliance with the company’s internal codes of conduct and corporate governance rules, also ensuring 
that the corporate culture is aligned with its purpose and values.
b) Monitoring the application of the general policy on communication of economic and financial information, non-financial 
and corporate information and communication with shareholders and investors, proxy advisors and other stakeholders. The 
manner in which the entity communicates and handles relations with small and medium-sized shareholders must also be 
monitored. 
c) The periodic evaluation and review of the company’s corporate governance system, and environmental and social policy, 
with a view to ensuring that they fulfil their purposes of promoting the interests of society and take account, as appropriate, 
of the legitimate interests of other stakeholders. 
d) Supervision of the company's environmental and social practices to ensure they are in alignment with the established 
strategy and policy. 
e) Supervision and evaluation of the way in which relations with the various stakeholders are handled.
Complies
Complies partially
Explain
Not applicable
Explanation
X
55. That environmental and social sustainability policies identify and include at least the following: 
a) The principles, commitments, objectives and strategy relating to shareholders, employees, clients, suppliers, social 
issues, the environment, diversity, tax responsibility, respect for human rights, and the prevention of corruption and other 
unlawful conduct 
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
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b) Means or systems for monitoring compliance with these policies, their associated risks, and management. 
c) Mechanisms for supervising non-financial risk, including that relating to ethical aspects and aspects of business conduct. 
d) Channels of communication, participation and dialogue with stakeholders. 
e) Responsible communication practices that impede the manipulation of data and protect integrity and honour.
Complies
Complies partially
Explain
Not applicable
Explanation
X
56.That director remuneration be sufficient in order to attract and retain directors who meet the desired professional profile and to 
adequately compensate them for the dedication, qualifications and responsibility demanded of their posts, while not being so 
excessive as to compromise the independent judgement of non-executive directors. 
Complies
Complies partially
Explain
Not applicable
Explanation
X
57. That only executive directors should receive variable remuneration linked to corporate results and personal performance, as well 
as remuneration in the form of shares, options or rights to shares or instruments referenced to the share price and long-term savings 
plans such as pension plans, retirement schemes or other provident schemes. 
Consideration may be given to delivering shares to non-executive directors as remuneration providing this is conditional upon their 
holding them until they cease to be directors. The foregoing shall not apply to shares that the director may need to sell in order to 
meet the costs related to their acquisition.
Complies
Complies partially
Explain
Not applicable
Explanation
X
58. That as regards variable remuneration, remuneration policies should incorporate the necessary limits and technical safeguards to 
ensure that such remuneration is in line with the professional performance of its beneficiaries and not based solely on general 
developments in the markets or in the sector in which the company operates, or other similar circumstances. 
And, in particular, that variable remuneration components: 
a) Are linked to pre-determined and measurable performance criteria and that such criteria take into account the risk 
incurred to achieve a given result. 
b) Promote the sustainability of the company and include non-financial criteria that are geared towards creating long term 
value, such as compliance with the company's rules and internal operating procedures and with its risk management and 
control policies.
c) Are based on balancing the attainment of short-, medium- and long-term objectives, so as to allow remuneration of 
continuous performance over a period long enough to be able to assess its contribution to the sustainable creation of value, 
such that the elements used to measure performance are not associated only with one-off, occasional or extraordinary 
events. 
Complies
Complies partially
Explain
Not applicable
Explanation
X
59. That the payment of variable remuneration components be subject to sufficient verification that previously established 
performance or other conditions have effectively been met. Entities must include in their annual report on director remuneration the 
criteria for the time required and methods used for this verification depending on the nature and characteristics of each variable 
component.
That, additionally, companies consider the inclusion of a reduction ('malus') clause for the deferral of the payment of a portion of 
variable remuneration components that would imply their total or partial loss if an event were to occur prior to the payment date that 
would make this advisable.
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
84
Annual Corporate Governance Report 2022

Complies
Complies partially
Explain
Not applicable
Explanation
X
60.That remuneration related to company results should take into account any reservations that might appear in the external 
auditor’s report and that would diminish said results. 
Complies
Complies partially
Explain
Not applicable
Explanation
X
61. That a material portion of executive directors' variable remuneration be linked to the delivery of shares or financial instruments 
referenced to the share price. 
Complies
Complies partially
Explain
Not applicable
Explanation
X
62. That once shares or options or financial instruments have been allocated under remuneration schemes, executive directors be 
prohibited from transferring ownership or exercising options or rights until a term of at least three years has elapsed. 
An exception is made in cases where the director has, at the time of the transfer or exercise of options or rights, a net economic 
exposure to changes in the share price for a market value equivalent to at least twice the amount of his or her fixed annual 
remuneration through the ownership of shares, options or other financial instruments. 
The forgoing shall not apply to shares that the director may need to sell in order to meet the costs related to their acquisition or, 
following a favourable assessment by the nomination and remuneration committee, to deal with such extraordinary situations as may 
arise and so require.
Complies
Complies partially
Explain
Not applicable
Explanation
X
63. That contractual arrangements should include a clause allowing the company to demand reimbursement of the variable 
remuneration components in the event that payment was not in accordance with the performance conditions or when payment was 
made based on data subsequently shown to have been inaccurate. 
Complies
Complies partially
Explain
Not applicable
Explanation
X
64. That payments for contract termination should not exceed an amount equivalent to two years of total annual remuneration and 
should not be paid until the company has been able to verify that the director has fulfilled all previously established criteria or 
conditions for payment. 
For the purposes of this recommendation, payments for contractual termination will be considered to include any payments the 
accrual of which or the obligation to pay which arises as a consequence of or on the occasion of the termination of the contractual 
relationship between the director and the company, including amounts not previously vested of long-term savings schemes and 
amounts paid by virtue of post-contractual non-competition agreements.
Complies
Complies partially
Explain
Not applicable
Explanation
X
Translation of a report originally issued in Spanish. In the event of a 
discrepancy, the Spanish-language version prevails.
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Annual Corporate Governance Report 2022

Annex II: Independent reasonable assurance 
report on the design and effectiveness of the 
System of Internal Control over Financial 
Reporting (ICFR) as of December 31, 2022

Repsol, S.A. 
 
Independent reasonable assurance report 
on the design and effectiveness of the 
Internal Control over Financial Reporting (ICFR) 
as at December 31, 2022

PricewaterhouseCoopers Auditores, S.L., Torre PwC, Pº de la Castellana 259 B, 28046 Madrid, España 
Tel.: +34 915 684 400 / +34 902 021 111, Fax: +34 915 685 400, www.pwc.es  
1 
 
R. M. Madrid, hoja 87.250-1, folio 75, tomo 9.267, libro 8.054, sección 3ª 
Inscrita en el R.O.A.C. con el número S0242 - CIF: B-79 031290 
This version of our report is a free translation of the original, which was prepared in Spanish. All possible 
care has been taken to ensure that the translation is an accurate representation of the original. However, 
in all matters of interpretation of information, views or opinions, the original language version of our 
report takes precedence over this translation. 
 
 
Independent reasonable assurance report on the design and effectiveness 
of the Internal Control over Financial Reporting (ICFR) 
 
 
To the Board of Directors of Repsol, S.A.: 
 
 
We have carried out a reasonable assurance engagement of the design and effectiveness of the 
Internal Control over Financial Reporting (hereinafter, ICFR) and the description of it that is included in 
the attached Report that forms part of the corresponding section of the Annual Corporate Governance 
Report of the Consolidated Directors Report accompanying the consolidated annual accounts of 
Repsol, S.A. and investees comprising the Repsol Group (hereinafter, the Repsol Group) as at 
December 31, 2022. This system is based on the criteria and policies defined by the Repsol Group in 
accordance with the guidelines established by the Committee of Sponsoring Organizations of the 
Treadway Commission (COSO) in its "Internal Control-Integrated Framework" report. 
 
An Internal Control System over Financial Reporting is a process designed to provide reasonable 
assurance over the reliability of financial information in accordance with the applicable financial 
reporting framework and includes those policies and procedures that: (i) enable the records reflecting 
the transactions performed to be kept accurately and with a reasonable level of detail; (ii) provide 
reasonable assurance as to the proper recognition of transactions to make it possible to prepare the 
financial information in accordance with the accounting principles and standards applicable to it and 
that they are made only in accordance with established authorizations; and (iii) provide reasonable 
assurance in relation to the prevention or timely detection of unauthorised acquisitions, use or sales of 
the Group’s assets that could have material effect on the financial information. 
 
Inherent Limitations 
 
In this regard, it should be borne in mind that, given the inherent limitations of any Internal Control 
over Financial Reporting, regardless of the quality of the design and operation of the system, it can 
only allow reasonable, but not absolute security, in relation to the objectives it pursues, which may 
lead to errors, irregularities or fraud that may not be detected. On the other hand, the projection to 
future periods of the evaluation of internal control is subject to risks such that said internal control 
being inadequate as a result of future changes in the applicable conditions, or that in the future the 
level of compliance of the established policies or procedures may be reduced. 
 
Director's responsibility 
 
The directors of Repsol, S.A. are responsible for taking the necessary measures to reasonably ensure 
the implementation, maintenance and supervision of an appropriate Internal Control over Financial 
Reporting, as well as the evaluation of its effectiveness, the development of improvements to that 
system and the preparation and establishment of the content of the information relating to the ICFR 
attached.

2 
Our Responsability 
 
Our responsibility is to issue a reasonable assurance report on the design and effectiveness of the 
Repsol Group Internal Control over Financial Reporting, based on the work we have performed and on 
the evidence we have obtained. We have performed our reasonable assurance engagement in 
accordance with “International Standard on Assurance Engagements 3000 (ISAE 3000)” (Revised), 
"Assurance Engagements other than Auditing or Reviews of Historical Financial Information", issued 
by the International Auditing and Assurance Standards Board (IAASB) of the International Federation 
of Accountants (IFAC). 
 
A reasonable assurance report includes the understanding of the Internal Control over Financial 
Reporting, assessing the risk of material weaknesses in the internal control, that the controls are not 
properly designed or they do not operate effectively, the execution of tests and evaluations on the 
design and effective implementation of this ICFR, based on our professional judgment, and the 
performance of such other procedures as may be deemed necessary.  
 
We believe that the evidence we have obtained provides a sufficient and adequate basis for our 
opinion. 
 
Our Independence and Quality Control 
 
We have complied with the independence requirements and other ethical requirements of the 
Accounting Professionals Code of Ethics issued by the International Ethics Standards Board for 
Accountants (IESBA), which is based on the fundamental principles of integrity, objectivity, 
professional competence and diligence, confidentiality and professional behavior. 
 
Our firm applies the “International Standard on Quality Control 1 (ISQC 1)” and maintains an 
exhaustive qualitative control system that includes documented policies and procedures regarding 
compliance with ethical requirements, professional standards, and applicable legal and regulatory 
provisions. 
 
Opinion 
 
In our opinion, the Repsol Group maintained, as at December 31, 2022, in all material respects, an 
effective Internal Control over Financial Reporting for the period ended at December 31, 2022, which 
is based on the criteria and the policies defined by the Repsol Group’s management in accordance 
with the guidelines established by the Committee of Sponsoring Organizations of the Treadway 
Commission (COSO) in its "Internal Control-Integrated Framework" report. 
 
In addition, the attached description of the ICFR Report as at December 31, 2021 has been prepared, 
in all material respects, in accordance with the requirements established by article 540 of the 
Consolidated Text of the Capital Companies Act and with the Circular 5/2013 of June 12, 2013 of the 
CNMV, and subsequent amendments, the most recent being Circular 3/2021, of September 28 of the 
CNMV, for the purposes of the description of the ICFR in the Annual Reports of Corporate 
Governance. 
 
This work does not constitute an audit nor is it subject to the regulations governing the audit activity in 
force in Spain, so we do not express any audit opinion in the terms provided in the aforementioned 
regulations.  
 
PricewaterhouseCoopers Auditores, S.L. 
 
 
 
 
 
Iñaki Goiriena Basualdu 
 
February 16, 2023