3.4 Sustainability Committee

(i) Composition

The composition of the Sustainability Committee, which was established on 11 May 2016, is as follows:

The Chairperson of the Company, the CEO and the Chairperson of the Board of Statutory Auditors, or a standing auditor designated by them and the Executive Vice President for Institutional Relations, CSR and Communication, are usually invited to attend Committee meetings. Other non-Committee members may also attend, upon invitation by the Committee, to provide information and express an opinion on individual agenda items.

The members of the Board of Statutory Auditors usually attended the meetings, and the Executive Vice President Institutional Relations, CSR and Communication regularly attended. Persons that are not Committee members also attended, at the Committee’s invitation, to provide information and express opinions, within their respective remits, on the individual agenda items.

Committee meetings are valid when attended by the majority of the members in office. The Committee resolves by an absolute majority of the attendees.

(ii) Duties

The Committee provides the Board of Directors recommendations and advice on the matters indicated in Annex 5 of this Report.

(iii) Activities

Since it was established on 11 May 2016, the Sustainability Committee has met four times, with an average attendance of 91.67% of members and an average duration of 110.75 minutes.

The table below sets out the issues that the Sustainability Committee focused its activities on in 2016:

• Review of themes and processes connected to sustainability
• Review of sustainability activities included in the Strategic Plan
• Examination of Stakeholder Engagement activities
• Analysis of areas for improvement and half-year sustainability reviews
• Analysis of the results of the Dow Jones Sustainability World Index
• Analysis of ways of representing non-financial information in the consolidated financial statements
• The Regulations governing the Sustainability Committee were most recently approved by the Board of Directors on 11 May 2016.

At the Board meeting of 6 March 2017, the Committee reported to the Board of Directors on its work since its creation on 31 December 2016. At the subsequent Board meeting, it reported on all subsequent Committee meetings.

Five Committee meetings are scheduled for 2017; as at the Report approval date, two have been held.

According to the Sustainability Committee Regulations, the Board of Directors provides the Committee with the necessary resources to perform its duties; particularly, within the terms established from time to time by the Board of Directors, to make use of external consultants through the structure of the Company, provided that their situation is not likely to compromise their independent judgement.

Table 1 in Section IV provides information about the attendance of each participant in Sustainability Committee meetings.