Repsol Delivering Value and Resilience through Sustainability June, 2016 Disclaimer All Rights are Reserved Repsol S.A 2016 Repsol, S.A. is the exclusive owner of this document. No part of this document may be reproduced (including photocopying), stored, duplicated, copied, distributed or introduced into a retrieval system of any nature or transmitted in any form or by any means without the prior written permission of Repsol, S.A. This document does not constitute an offer or invitation to purchase or subscribe shares, in accordance with the provisions of the Royal Legislative Decree 4/2015 of the 23rd of October approving the recast text of the law on the securities market and its implementing regulations. In addition, this document does not constitute an offer of purchase, sale or exchange, nor a request for an offer of purchase, sale or exchange of securities in any other jurisdiction. This document contains statements that Repsol believes constitute forward-looking statements which may include statements regarding the intent, belief, or current expectations of Repsol and its management, including statements with respect to trends affecting Repsol’s financial condition, financial ratios, results of operations, business, strategy, geographic concentration, production volume and reserves, capital expenditures, costs savings, investments and dividend payout policies. These forward-looking statements may also include assumptions regarding future economic and other conditions, such as future crude oil and other prices, refining and marketing margins and exchange rates and are generally identified by the words “expects”, “anticipates”, “forecasts”, “believes”, estimates”, “notices” and similar expressions. These statements are not guarantees of future performance, prices, margins, exchange rates or other events and are subject to material risks, uncertainties, changes and other factors which may be beyond Repsol’s control or may be difficult to predict. Within those risks are those factors and circumstances described in the filings made by Repsol and its affiliates with the Comisión Nacional del Mercado de Valores and with any other supervisory authority of those markets where the securities issued by Repsol and/or its affiliates are listed. Repsol does not undertake to publicly update or revise these forward-looking statements even if experience or future changes make it clear that the projected performance, conditions or events expressed or implied therein will not be realized. The information contained in the document has not been verified or revised by the Auditors of Repsol. Repsol S.A.EM Division of Economy, Finance and Development. 09/06/2016 2 1. Company Overview • Key Strategic lines 2016- 2020 • An integrated company operating across the entire value chain 2. Main challenges in Repsol 3. Our commitments to sustainability 4. Sustainability plans 5. Corporate Governance 6. Annexes Repsol S.A.EM Division of Economy, Finance and Development. 09/06/2016 © 3 Company Overview 1 4 1. Repsol today: Key Strategic lines 2016- 2020 VALUE Shift from growth to value delivery, prepared for the next growth wave Commitment to maintain shareholder compensation in line with current company level PORTFOLIO MANAGEMENT Capex flexibility (~46% Capex reduction vs. 2014) (2) Creating value through portfolio management (€6.2 B divestments: € 3.1 B in 2016-2017 period) RESILIENCE Top tier resilience among integrated companies Self-financing strategy even in a stress scenario FCF breakeven after dividends at $40/bbl Brent(1) EFFICIENCY Synergies and company-wide Efficiency Program with strict accountability (3) : €2.1 B/y savings target in 2018 (€1.5 B Opex + €0.6 B Capex) > 50% target to be achieved in 2016 (1) Repsol released a FCF Breakeven at $50/bbl on strategic plan 2016-2020 presentation. FCF breakeven at $40/bbl with the revised scenario. (2) Repsol released in 2015 full year results presentation an additional investment reduction for 2016-2017 period. (3) In 1Q2016 projects have commenced that will secure 62% of the 2016 annual target and by quarter end 22% of the full year target had already been realized and booked. 5 1. Repsol today An integrated company oparating across the entire Value chain ~2.4 billion boe proved reserves(*) >700 kboepd production ~1 million bpd refining capacity Core businesses: Upstream and Downstream Integrated business model // Talisman acquisition // • Transformative deal with a long-term view • Competitive multiples: EV/2P reserves ~$10/bbl • E&P portfolio and competitiveness upgrade • Global scale and diversification • Generates new oportunities • Enhanced value-creation capabilities 30% stake in Nonoperated shareholding: GNF (*) As at 31/12/2015 Delivery on commitments Diversified and global portfolio World-class explorer Capable and talented workforce Tier 1 Downstream 6 Main Challenges in Repsol 2 7 2. Main challenges in Repsol Community relations and Human Rights Management Framework: Respecting Indigenous Rights Bolivia, Canada, Colombia, Ecuador, Papua New Guinea and Peru Indigenous communities in Bolivia, Canada, Colombia, Ecuador, Papua New Guinea and Peru Repsol recognizes and respect the unique nature of indigenous, tribal and aboriginal peoples and their rights, in accordance with existing legislation, and the obligations established by International Labour Organization (ILO) Convention 169, whether incorporated into the national legislation of the countries in which we operate or not First O&G company operating in Latin America with an official policy explicitly supporting indigenous rights defined by ILO Covenant 169, including right to free, prior and informed consultation (FPIC) Repsol establishes enduring relationships and long-term agreements with indigenous communities in the area of influence of our projects and assets, based on principles of respect, cultural sensitivity, integrity, responsibility, transparency and good faith. Repsol carries out specific social performance reviews, human rights impact assessments and develops community grievance mechanisms adapted to distinctive features of indigenous peoples Repsol operates with special preventive measures, such as anthropological contingency plans, in operations close to areas inhabited by indigenous peoples living in voluntary isolation Repsol leads the issue in the O&G Sector: Repsol co-chairs the IPECA1 indigenous peoples task force since 2014 and participates in the ARPEL2 Indigenous Peoples Working Group 1.-IPIECA: Global Oil and Gas Industry Association for Environmental and Social Issues 2.-ARPEL: Asociación regional de empresas del sector petróleo, Gas y Biocombustibles en Lationoamerica y el Caribe 8 2. Main challenges in Repsol Offshore deepwater safety Deepwater Offshore Brazil, GoM, Africa, Canada and others • • • • Strict asset integrity procedures Members of: Oil Spill Response (OSR), Joint Industry Project (JIP) of IPIECA 1 and OGP 2, and Global Well Containment Response Strategy Emergency response in place Non-operated assets run by experienced operators: Petrobras, Chevron, BHP, Statoil, Eni Political Risk Reshaping portfolio Custom made approach • • Balance of exposure to OECD countries : US, Canada, Norway, Europe. With Talisman acquisition the percentage of OECD based production has increased from 11% to 36% • • • Russia: Low profile, local alliances Latin America: work closely with local governments North Africa: limited activity to maintain current position in Algeria. Libya is still stopped South East Asia: take advantage of optimum relationship of Talisman with South East NOC’s • (1) IPIECA:International Petroleum Industry Environmental and Conservation Association (2) OGP: International association of Oil & Gas producers 9 2. Main challenges in Repsol Arctic operations • Arctic • • • • Norway/Barents Sea: Not qualified as arctic operations. North-sea-type operations Alaska North Slope: onshore activity. Russia: onshore activity Alaska Chukchi Sea: We will not carry forward any operation. Beaufort Sea: no operations in the medium term 10 Our commitments to Sustainability 3 11 3. Our commitments to sustainability Repsol: a company fully commited to Sustainability A sustainable Company: A company that is able to anticipate risks in order to manage them properly, minimizing the impact of its activities and generating value for its shareholders Sustainability Commission established on May 27th 2015 Company Strategy gives priority to Sustainability issues Policy on Sustainability approved on December, 16th 2015 A General Direction has been created, containing in its denomination the word “Sustainability”. It demonstrates the importance that company grants to Sustainable devlopment in the present and future of our Bussiness Participation of the Senior Management in setting strategic objectives for Safety and Environmental, 2020 Sustainability Policy Establishment of objectives linked to safety and environmental targets, for all emploeyees with variable remunetarion (safety and enviromental targets weights between 10- 15% ) Sustainability Plans and specific actions included in those, related to Governance, Environment, Human rights, Labor practices, consumer affairs, fair operating practices and the development of communities, between others Periodic review of the Companys’ performance in Sustainability by senior Management 12 3. Our commitments to sustainability Policy on respect for human rights based on the UN Guiding Principles on Business and Human Rights Commitment to safety Excellence in environmental management Respect for human rights Promoting a low carbon strategy Transparency Support of EITI1 since 2003. Adherence to Code of Best Tax practices Registered at the EU Transparency Register and US Lobby register Remuneration disclosure Commitment to Zero Accidents by 2020 Embedded safety culture Strict asset integrity procedures Ethical conduct Excellence in spill prevention and response Optimized water&waste management Biodiversity action plans Achievement reduction of 3.1 million tons CO2 by 2013 Additional reduction of 1.9 million tons CO2 emissions by 2020 Promoting non- fossil fuel energy initiatives Anti-corruption Ethics and Conduct Regulation Anticorruption policy crime prevention model 1.- EITI: Extractive Industry Transparency Initiative 13 3. Our commitments to sustainability Commitment to safety Our objective : zero accidents We have established targets to reduce PSIR1 and occupational safety (LTIFR2 and TRIR3). FATALITIES: • In 2015, two fatalities occurred during the construction of a new LPG plant in Cuzco (Peru) as a result of a landslide. • In 2016, a fatality occurred during a 3D seismic in Indonesia, due to a tree that fell on the worker PSRI TIER 1+ TIER 2 6 OCCUPATIONAL SAFETY LTIFR 4 TRIR 2 0 2008 2009 2010 2011 2012 2013 2014 2015 2014 2015 Refining Spain 1.07 1.09 Chemicals 1.70 0.77 E&P 0.38 0.44 Repsol Peru 1.36 0.99 Global 0.78 0.65 * * 17 % reduction compared to year 2014 Sistematic Risk Management Risk assessment through the entire safety process lifecycle to prevent impacts on people, environment and assets. Operations control through work permits and identification of critical elements of our facilities Focus on Process Safety Process Safety allows Repsol to address its main safety-related challenges Focus on avoiding accidents that could have grave consequences In 2014, the company base line of process safety accidents was created to define 2015-2020 specific goals [1] PSIR (Process safety incident rate): number of accidents from Tier 1 and Tier 2 processes accumulated over the course of the year, for every million hours worked. [2] [3] LTIFR (Lost Time Injury Frequency Rate). TRIR (Total Recordable Incident Rate). 14 3. Our commitments to sustainability Commitment to safety SMArt keys Program A proactive safety plan accompanying the Company´s Strategic Plan together with other actions under the safety strategy of Repsol. Designed to prevent major industrial accidents. Focus on safety process . Systematize the monitoring of leading indicators and the continued implementation of prevention plans, reducing the possibility of major industrial accidents. It works on two levels of action: Company (to systematize the implementation) and Asset (to specify the implementation to the local reality). Three axes: People Focusing on people, their values and beliefs, their behaviours and attitudes on safety, to reduce accidents caused by human factors CULTURE Processes Implementation of a HSE management system, to facilitate integration of HSE principles at operational level; focus on operational discipline to ensure compliance with procedures and work instructions; verification of the implementation of Safety procedures and application of lessons learned. O-SEMS /LEASSON LEARNED PLANTS A proper Design, implementation and maintenance of safety barriers guarantees the integrity of our facilities, preventing failures on these barriers, an therefore reducing accidents. SAFETY BARRIERS 15 3. Our commitments to sustainability Commitment to safety Our objective : Embedded safety culture “The development of a Safety and Enviromental culture, embedded and shared by the whole company, is crucial to achieve our goals” Progress Next Steps •Culture Project: Definition of Repsol´s HSE Culture attributes and of maturity levels to be achieved •Action Plan 2016-2020 to diagnose culture levels throughout the operational sites • Three pilot projects developed in order to test the above mentioned diagnosis methodology: Bolivia E&P business, LPG business in Spain, and petrochemical business in Portugal (Sines facilities) •Keep on working on the HSE leadership Plan: 3,339 employees trained in 2014-2015 •Training in safety culture:. In 2015, the number of hours given on these topics came to 208,883, and 14,999 employess trained. •Training programs in safety and the environment for contractors around 220,831 hours taught,. •Keep on working on the smart Key Programs: identifying those human factors that may caused accidents. •Training in Safety culture: increasing the number of training hours. Training should reach all employees and all business units. 16 3. Our commitments to sustainability Excellence in environmental management Our objective : zero spills Number of spills Quantity spilled (tonnes) Spill prevention and response 2014 17 316[1] 2015 21 23 In 2015, the amount of hydrocarbon spilled was 23 tons, less than the previous year, and it is important to highlight that no relevant spill occurred. The increase in the number of spills is mainly due to Talisman’s incorporation Various measures have been implemented to prevent accidental spills: o Reviewed procedures o Improved management systems o Reviewed of control mechanisms o Best available technologies Drills carried out in E&P, refining, chemical facilities and LPG. Capability review: E&P protocol used to check the emergency response capacity Repsol has developed and patented an early detection system for oil spills, using proprietary technology that uses advanced detection software and complex algorithms to interpret spill signals Developing response capabilities against large marine spills, as part of our Global Critical Management Programme (GCMP) Agreements with means and service providers, such as: 1.- Oil Spill Response (OSRL)→ entered into an agreement to collect the spillage and to recover the affected area. 2.- Wild Well control →as part of our global strategy based on containing wells. Agreement entered into for the installation of capping stack systems to control the outflow of hydrocarbons in the event of a spill, [1] We 2013 14 15 had four significant spills in 2014: a hydrocarbon spill in the Pampilla refinery in Peru, a diesel spill in Marketing Perú, a diesel spill in Ecuador and a synthetic drill mud spill in Angola. 17 3. Our commitments to sustainability Excellence in environmental management Biodiversity and Ecosystem Services Our objective: The Prevention and minimization of any negative environmental impact in all our operations, especially in sensitive, biologically diverse and protected natural environments First O&G company to implement the IPIECA Biodiversity and Ecosystem Services Management Ladder methodology to analyze the current situation of our assets and to identify the following steps to take in each. • Ecosystem Services Reviews carried out in Peru ( Block 57) and Colombia, in collaboration with the Fauna and Flora International NGO. The study has provided a number of recommendations that aim to strength Repsol’s environmental systems and to incorporate ecosystem services reviews. • BAP1 in Bolivia, Peru, Ecuador and Trinidad &Tobago • 100% of E&P sites have been evaluated and 52 % qualified with some type of biodiversity risk • Working lines to conserve and /or improve the biodiversity, with 90% of implementation so far. • Active participation in different international environmental and social forums, such as IPIECA, IOGP, CrossSector Biodiversity Initiative or the Proteus consortium with UNEP2-WCMC3. • Progress Next Steps • Inclusion of ecosystem services criteria into the operational management system. It comprises the revision of Repsol rules for the management of biodiversity and ecosystems services and its implementation in the company 1.- BAP: Biodiversity Actions Plans 2.- UNEP: United Nations Environment Programme 3.- WCMC: World Conservation Monitoring Center 18 3. Our commitments to sustainability Excellence in environmental management Resource Use Efficiency: Water Repsol has defined a water management improvement action plan for 2015-2020 that is specific to each installation, establishing a company goal of 85% compliance with the work lines Progress Next Steps •We have developed our own tool, Repsol Water Tool, which incorporates aspects of the Global Water Tool (adopted by IPECA1) and Local Water Tool (Adopted by GEMI2), the two main methodologies developed and adapted to the oil and gas industry to identify and evaluate the impacts and threats associated with water. •This tool has enabled us to draw up a water management map, which we have used to work on defining the company’s baseline, and to define a 2015-2020 water management improvement action plan. •The Action Plan is focused on three work lines: 1.- improved inventory quality→ in 2015 we have worked on implementing water management indicators and the definition of instrumentation plans. 2.- preparation for future regulatory requirements→ in 2015 we highlight the work carried out to modify and / or prepare for water discharges treatments and 3.- reduction in competition for resources→identifying water consumption reduction actions, increasing reused water, and applying improvements for efficient water use in operations •Implementation of the action plan: the 85% goal has been surpassed thanks to the efforts of the various businesses, reaching an implementation of close to 95%. •Keep on working on the inclusion of new actions to go forward with the current action plans •Inclusion of new non-conventional assets in the Repsol Water Tool 1.- IPIECA: Global Oil and Gas Industry Association for Environmental and Social Issues 2.- GEMI: Global Environmental Management Initiative (GEMI) 19 3. Our commitments to sustainability Excellence in environmental management Resource Use Efficiency: Waste Our objective : reduce waste by 50 kilotons by 2020 Working to improve waste management throughout the life cycle of our processes in order to minimize our impact on the environment. Progress •Company waste map redesigned. • 9 kilotons of waste reduced during 2015 • Improvement goals in E&P through the implementation of the company's EPPs: 100% of the Environmental Performance Practice (EPPs) planned were implemented. • Reduction actions carried out in all areas: • 1.- Refining and Chemical facilities: efficiency in tank cleaning increased, improvements in waste drying and internal flows reused. • 2.- E&P: actions to reduce the quantity of waste landfilled through our own recovery or that of third-parties. • 3.- Lubricants: participation in the Ecoembes Integrated Management System (IMS), an inverse logistics system implemented. • Compliance and revision of the potential reduction of some of the actions identified for the period 20152020. • Implementation of good practices which derive from the action plan in other parts of the company Next Steps 20 3. Our commitments to sustainability Promoting a low carbon strategy Energy Efficiency and Climate Change Our objective : to reduce 1,9 million tons of CO2 by 2020 More than 4.0 MtCO2 have been reduced since 2006 Progress •About 150 efficiency actions are taken every year in our facilities and activities as part of the long term plans to reduce energy consumption and CO2 emissions. •Around 425 M€ of investments planned in CO2 and energy efficiency measures by 2020 •Repsol continues implementing a global energy management system (EnMS) under ISO 50001 standard: five refineries, two chemical plants, one E&P assets and eight lubricant, asphalt, and specialities facilities are currently been certified. •We are working to recognize and reduce the greenhouse gas emissions of our products, and for this reason we are developing diverse initiatives to quantify and verify our carbon footprint under the technical specification ISO 14067. • Numerous R&D+I research projects: Polyol polycarbonate ecodesign pilot using CO2 as raw material an reducing carbon footprint • Repsol continues on the track to verify Methane emissions under ISO14064. •Repsol is working to define a plan to mitigate methane emissions in our Upstream installations, and is on the track to join the CCAC (Climate and Clean Air Coalition) initiative promoted by the United Nations. Next Steps • 2014-2020 Plan based on: New approaches to look for opportunities + Identification of technology advances + Extension of best practices / EnMS to different Business Units 21 3. Our commitments to sustainability Promoting a low carbon strategy Energy Efficiency and Climate Change OUR POSITION ON CLIMATE CHANGE In Repsol we believe that two global goals have to be pursued: To mitigate climate change and To provide access to affordable energy in order to support economic growth and development We set up and deploy ambitious energy efficiency programs to reduce energy consumption and GHG emissions as one of the key elements of our strategy. These programs pursue long term targets which have been made public in order to facilitate their progress by the stakeholders. We are convinced that innovation and technological development are essential for ensuring reliable and sustainable energy supply in the long term. 22 3. Our commitments to sustainability Promoting a low carbon strategy Energy Efficiency and Climate Change Moving from stakeholders engagement to partnerships Transparency • CDP is one of the most important questionnaires about climate change. It requests information on the risks and opportunities from the world’s largest companies on behalf of 822 institutional investor signatories with a combined US$95 trillion in assets. • Repsol has been recognized as one of the best O&G companies for its Carbon Strategy. In 2015 we have obtained 100/100 score in disclosure. Our methodology for the assessment of the risks implied by climate change, the quality and effectiveness of our energy efficiency plans and our transparency in the GHG emissions have been highly valuated in the last years. 2013 2014 2015 Maximum score of the Energy Sector (Disclosure) Repsol score (Disclosure) Repsol score (Perfomance) 98 100 100 98 96 100 B B B Climate Change Initiatives • Long-term solutions: the working group area is sharing and developing a broad and meaningful vision of the future energy mix. Role of Natural Gas: the group is exploring opportunities to save and use natural gas in areas such as power generation, transportation and homes. Carbon Reduction Instruments & Tools: the area is exploring the company policies and process that can help manage emissions and improve operating and product efficiency. OGCI is an industry-driven initiative officially launched at the UN Climate Summit in 2014. It aims to catalyze action on climate change. • IPIECA is the global oil and gas industry association for environmental and social issues. Repsol joint the initiative in June 2015. We are working in 3 different focus areas: Repsol is actively involved in several work streams: Energy efficiency Methane emissions Adaptation to climate change Scope 3 GHG emissions Reporting Low Emissions Pathways 23 3. Our commitments to sustainability Promoting a low carbon strategy Energy Efficiency and Climate Change TRENDING TOPICS ON CLIMATE CHANGE Stranded assets Carbon pricing • The stranded assets concept offers limited analysis for key uncertainties and aspects such as developing new innovative technology. • Gas (lowest carbon-intensive fossil fuel) represents nowadays a great portion of our business (71% of our reserves). • The main part of the company valuation is supported by proven reserves. The risk of stranded assets based on resources seems limited today. • Decisions on making new investments will continue to be based on expected risk-weighted returns. The issue of climate change and possible climate policy regulations are incorporated also into such decisions. • Repsol supports carbon pricing as a policy framework that will contribute to provide our businesses with a clear roadmap for future investment. • We believe carbon pricing encourages the most efficient ways of reducing emissions widely and increases investment in low carbon technologies. • To be effective carbon pricing should be embedded in a coherent policy frameworks which safeguards a sector’s international competitiveness. • Repsol includes a carbon pricing in their strategic plans assigning an annual cost based on a path of CO2 prices. This carbon price is taken into account by the business units that participate in carbon markets. 24 3. Our commitments to sustainability Promoting a low carbon strategy Energy Efficiency and Climate Change Repsol commitment to climate change, following the United Nations Conference on Climate Change in Paris As signatories to the document “Paris Pledge for Action” we support the Agreement and we are working to ensure that our company is a part of the solution to the climate problem. We strive for major energy efficiency in all our operations, for the contribution to increasing the presence of Natural Gas in the global energy mix and for keep on working on the development of Carbon Capture Storage (CCS). Limiting the temperature scenario not only to 2° C, but also to a possible 1,5 º C, will only be achievable through Innovation and Technology. These two factors depend largely on the efforts and investments made in the industrial sector and those made by private companies. The Impact for Repsol: • The company has, for a considerable amount of time, been committed to the goal of mitigating climate change, and we are already working through our CO2 emissions reduction and Energy Efficiency plans. • The company recently signed up to the OGCI (Oil & Gas Climate Initiative), providing a further indication of our commitment to reducing GHG emissions. 25 3. Our commitments to sustainability Promoting a low carbon strategy Transport electrification Biofuels • • IBIL (50% owned by Repsol Nuevas Energías) first recharging operator for electric vehicles registered with the National Energy Commission (recharging service based • on 100% renewable energy) • More than 700 operational public and private charging points in 2014 • ~ USD 2 Million invested in R&D in 2015 to promote the electric mobility through IBIL. Repsol helps to reduce CO2 emissions through the use of biofuels, including bioethanol in gasolines and biodiesel and vegetable oil in gasoils Two lines of action: o The development of advanced biofuel projects (using non-food raw materials, biomass) o The production of Hydrotreated Vegetable Oil (obtained from oleaginous seeds ) and hydrobiodiesel in our refineries Proactive development of new technologies Downstream initiatives Repsol early detection of spills • • Detection of oil spills without human intervention System already working at Casablanca platform and in the Tarragona marine terminal. Projects initiated in the Petronor and La Pampilla refineries in 2015 • Use of auto gas (automotive LPG) in direct injection liquid phase engines.The reduction in CO2 emissions against gasoline has come to 14.9% • Optimize heating oil to obtain a product bettersuited to the most advanced boiler technologies reducing emissions by 30% • Asphalt recycling and low temperature installation technology diminishes waste and emissions 26 3. Our commitments to sustainability Anti corruption/ Ethical conduct Repsol is committed to fighting against corruption in all its forms and establishing mechanisms to prevent corrupt or fraudulent activities Ethics and Conduct Regulation On line training available to employees Due to the integration of Talisman, Ethics and Conduct regulation will be reviewed in 2016 to unify it with the other ethics codes of the group and adapt it to the company’s new circumstances Ethics Committee Channels in place to enable all employees or third parties to submit queries relating to the Ethics and Conduct Regulation and report any potential incidents of non-compliance in a fully confidential manner Audit and Control Corporate Division Supports non-compliance investigation Evaluates control processes efficiency Anti-corruption policy Applies to employees, partners, contractors and suppliers Set of regulations that develops mechanisms for the prevention, detection and investigation of corruption. Crime Prevention Model A formal framework of regulations, procedures and controls, that provide a means of reasonably ensuring that the risks of crimes being committed are suitably identified, monitored, evaluated and controlled 27 3. Our commitments to sustainability Transparency Transparency is a key value for Repsol and a guarantee of the company’s ethical performance, its commitment to ensuring that all financial and non-financial information is complete and accurate, and its willingness to engage in dialogue with all stakeholders EITI and other initiatives Code of Best Tax Practices Support for initiatives to promote financial transparency in the international extractive sector and in the countries where we operate We support EITI since its foundation in 2003: We belong to the Peru group since 2011 and cooperate with Trinidad Tobago working group since 2015 Adherence to the Code of Best Tax Practices, evidencing our opposition to the use of non-transparent tax structures EU and US lobbies Repsol is registered at the US lobby register and at the European Union Transparency register. Disclosure Transparency Continuous improvement on remuneration disclosure Disclosure of engagement report 28 3. Our commitments to sustainability Respect for Human Rigths (I) Policy on Respect for Human rights Community Relations and Human Rights Management Framework Based on the UN Guiding Principles on Business and Human Rights “ Protect, Respect and Remedy” Development NEWGlobal Global Framework management system as a of result Development ofofaaNEW Framework andand management system as a result the of the integration between and Talisman integration betweenRepsol Repsol and Talisman, based on leading International Standards ( Based on leading International Standards ( IFC, UNGP, OECD guidelines) IFC, UNGP, OECD guidelines) Community Relations and Human Rights Strategic Lines 201620202020 already defineddefined Community Relations and Human Rights Strategic Lines 2016already Community relations relations and Human Rights should involved everybody every where. Community and Human Rights should involved everybody every where. Community relations and human rights embedded in all decision making processes of the of Community relations and human rights embedded in all decision making processes business. the business. Planned,risk riskbased based and and extensive engagement withwith communities. Planned, extensive engagement communities. Due Dilligence on Human Rights in our own activities and with our contractors Due Dilligence on Human Rights in our own activities and with our contractors Where should be heading? Due Dilligence Process A community relations and human rights focus and capacity must be present in the due-diligence processes prior to acquisitions, to identify and assess the associated social risks at all stages of the life cycle of projects operated by the Company (operated activity); and also in projects not operated by the Repsol Group, as social risks associated with these projects (non-operated activity) may also exist. All social risks, impacts and opportunities linked to an operated/non operated activity (will be regulated under our policy, its fulfilment defined though specific objectives and KPIs. 1.- IFC: International Finance Corporation ( World Wide Group) 2.-UNGP: United Nations Guding principles on Business and Human Rights 3.-OECD: Organisation for Economic Co-operation and development 29 3. Our commitments to sustainability Respect for Human Rigths (II) A new organizational model for the E&P Bussiness For the first time Global Community Relations and Human Rights Function exists, pending directly from the Safety, Environment and Sustainability Division and one level from the CEO Community Relations Local teams have functional dependency of Global team which allows the global team to set yearly goals linked to variable wage. Local community relations teams already stablished in 11 countries, with direct impact on E&P Bussiness Unit Respect for Human Rigths (II) Training on Community Relations and Human Rights Human Rigths Impact Assesment: Community Grievance Mechanisims Mandatory online training program on Human Rights Face to Face workshops on the global Commnuity Relations & Human Rights framework Face to Face workshops on specific processes: community grievance mechanisms; human rights impact assessments 3 projects carried out, 2 additional downstream projects Develop internal guidance on HRIA to support internal practitioners Support Bussiness Units in the implementation process Pilot Project in an operated asset jointly with IPIECA ( Peru) and one existing project in Bolivia Diagnosis of existing Community Grievance Mechanisms in assets ( Bolivia and Peru) develop an internal guidance on How to support internal practitioners Support Business implementation and improvement processes 30 Sustainability Plans 4 31 4. Sustainability plans Influence Area Operations Added complexity Climate change Global Stakeholders Human rights Supply chain How to widen the view? How to include all stakeholders? How to involve the whole organization? 32 4. Sustainability plans CSR Model Stakeholders’ expectations on Repsol Aligning performance to expectations List of actions: Sustainability plans Sustainability Committees: Include multidisciplinary executive members which make decisions on the actions to close the gap with expectations which compose the sustainability plan 3 levels of implementation: GLOBAL COUNTRY OPERATION 33 4. Sustainability plans Progress 574 16 693 532 427 14 800 700 12 600 10 500 8 400 6 61 4 5 2 0 2011 278 Nº of committees Nº of actions Number of actions is low compared to previous year because of efficiency: Sustainability Plan 2016 has deleted No innovative actions. A process of review, prioritazion and simplification of all actions has been done. 300 200 5 13 15 15 15 2012 2013 2014 2015 2016 100 0 Actions are related to closing the gap in a variety of topics: Sustainability plans approved in the year 2016 Nº of Actions Governance Human Rights Labor Practices Safety Environment Anticorruption and Ethics Value Chain Fair operating practices Consumer issues 40 44 66 77 99 20 44 3 14 Community involvement and development 125 Total 532 34 Corporate Governance 5 35 5. Corporate Governance Shareholder structure 10.24% 8.48% 4.95% Caixabank S.A. Sacyr Vallehermoso, S.A. Temasek Institutional Free Float 76.33% Retail Investor Free Float 14.20% Total number of shares as of May 2016: 1,442 million 36 5. Corporate Governance Board of Directors The company's Board of Directors recognizes that a solid commitment to corporate governance is critical to establishing trust and credibility with investors. Directors may not hold more than 4 mandates 1 in other listed companies Presence of External Directors Rotation of independent Directors % of Board independence % of Committee Independence Repsol currently has no overboarded Directors The majority of the Board (81.3%) consists of Non Executive Directors Market Practice: The tendency is to decrease the presence of Executive directors 6.41% None of the Independent Directors have been on the Company’s board for more than 12 years Implementation of the international standard (12 years cap) in our legal framework and in our internal regulations (art. 13.2.j) of the Regulations of Board of the Directors) 1/2 of the Board is independent Market Practice: Good Governance Code for Listed Companies recommends having 1/2 of the Board Independent Audit and Control Committee: Composed exclusively of independent directors Nomination Commitee: Majority independent / Chairman is independent Compensation Comitee: Majority independent / Chairman is independent Sustainability Comitee: Majority independent / Chairman is independent 1.- According to Repsol’s internal regulations it will be considered as one single mandate all those mandates held in companies belonging to the same group as well as those Board memberships held as proprietary director proposed by a company of said group although the stock held in the company or the level of control may not qualify to consider said company as part of the group. 37 5. Corporate Governance Board of Directors Separated CEO/Non Executive Chairman, Diversity and Transparency Separated roles of CEO and Non Executive Chairman Gender Diversity Geographical diversity Transparency on remuneration The roles of the CEO and Chairman have been separated as of April 30, 2014 with the appointment of Mr. Josu Jon Imaz as CEO. In 2015, the Company continued implementation of this program and in its meeting on April 30, 2015 the Board of Directors attributed all executive functions to the CEO. The AGM 2015 re-elected the Chairman as non-executive board member for a period of 4 years being classified now as External Director in accordance with Art. 529 duodecies of the Spanish Companies Act and Article 3 of the Board Regulations. Female directors make up 6.25% of the Boards External Directors. Repsol has committed to increase the proportion of women in leadership positions in Spain to 30% by 2020 as recommended in the Good Governance Code for Listed Companies. Repsol’s Board recognizes that the presence of foreign Directors can add value to the decision-taking process. In line with the multinational nature of Repsol, the Board is committed to include foreign born members with solid international experience, such as Henri Philippe Reichstul (Brazil), Rene Dahan (Dutch) and J. Robinson West (United States) The Company continues improving the disclosure on the remuneration issues and the implementation of international best practices. The Annual Remuneration Report is submitted for consultation vote to the General Shareholders Meeting. On 2016 AGM the Report was approved by 95.011% of the share capital attending the meeting. The AGM 2015 approved also the Remuneration Policy for the Directors for the years 2015, 2016 and 2017 (majority of 93.945%). This Remuneration Policy was prepared in response to the new regulatory framework and reflects best practices on good governance and also Repsol's unflinching commitment to ensuring the utmost transparency. From 2009 to 2016 the fix pay for Directors has only increased 2.5% in total The Company applies the limit of 2 years severance payment when proposing the appointment of new Executive Directors (as in the case of the CEO). 38 Annexes 6 39 Annexes Main KPI Evolution Social Indicators Social 2013 2014 2015 Repsol personnel (number) Accident frequency rate (Repsol and contractor staff) Training in safety and occupational health (hours) Deaths (number) Personnel covered by collective agreement (percentage) Women staff (percentage) Women in management posts (percentage) Women on the Board of Directors (number) Total turnover rate (percentage)[11] Investment in training (millions of euros) Training per employee (hours) Repsol staff who receive performance evaluations (percentage) Disabled persons (number) Teleworking staff (number) Incidents of discrimination (number) Voluntary social investment (millions of euros) Local purchases as percentage of total purchases Evaluations of the performance of contractors and suppliers (number) Audits on contractors and suppliers (number) Expenditure on private and public security (millions of dollars) Litigation due to allegations of anticompetitive behaviour (number of cases initiated) Communications received under the Ethics and Conduct Regulation (number) Dissmissals for failure to comply with the Ethics and Conduct Regulation (number) 24,214 0.59 208,891 0 57 32 15 2 7 19.63 40 60 671 1,222 2 24.58 85.3 1,261 171 44.11 2 8 69 24,460 0.85 234,510 0 56 33 15 2 7 17.5 44 63 656 1,411 1 26.03 83 2,237 100 40.53 2 2 64 27,166 0.92 220,831 2 49 33 15 1 7 17.8 45 67 663 1,716 3 22.78 82.13 4,369 59 38.39 1 8 63 40 Annexes Main KPI Evolution Enviromental Indicators Environmental Indicators 2013 2014 2015 Number of spills that reach the environment 14 17 21 Volume of hydrocarbon spills that reach the environment (tons) 15 316 23 176,8 178,4 214 14,2 13,9 21,04 Fresh water withdrawn (kilotons) 54,203 54,729 57,303 Reused water (kilotons) 9,473 9,945 8,964 Water discharged (kilotons) 38,965 35,920 49,859 460 199 384 Hazardous waste (tons) 66,315 66,430 49,097 Non-hazardous waste (tons) 182,693 167,200 94,453 Spills Energy and Carbon Management Energy Consumption (106 GJ) Direct emissions of CO equivalent (million tons) Water Management Hydrocarbons in water discharged (tons) Waste Management 41 Safety, Enviromental and Sustainability 42 Annexes Safety indicators Lost time injury frequency rate Own Employees Contractors Employees Combined Total recordable injury frequency rate 2,7 0,85 0,92 2,6 2,5 0,59 2,4 2,3 2,2 2,1 0,6 0,55 0,92 0,78 1,12 0,79 2013 2014 2015 Safety and Enviromental Audit carried out in 2015 1 Internal Certification External Other TOTAL 1.- As of 3Q 2015 2,59 2,38 2,25 2013 2014 2015 2 Main OHSAS 18001 certifications by activity in 2015 Number 280 81 63 30 454 Activity Refining Chemicals E&P Gas&Power LPG Lubricants and Specialities Technology Center Centers certified under OHSAS 18001 % 6 of 6 6 of 6 4 of 16 0 of 1 24 of 32 13 of 13 1 of 1 100 100 25 0 78 100 100 43 Annexes CO2 Emission reduction achieved per year Emission reduction achieved in the year Accumulated emission reduction achieved in previous years 4,50 0,38 4,00 0,52 MtCO2 3,50 0,44 3,00 0,44 0,62 2,50 2,00 0,39 0,20 1,50 1,00 0,58 0,50 0,58 0,27 0,86 2,24 0,17 1,02 1,23 2,68 3,12 3,64 4,02 1,61 0,00 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 44 Accident in LPG Peru June 11th, 2015. Two fatalities occurred during the construction of a new LPG plant in Cuzco (Peru) as a result of a landslide While a trench was being dug in an excavation project, peat was found, a material which is harmful to foundations due to its low resistance to compression. This meant the trench had to be made deeper. Following the instructions given by engineering management, they decided to remove the peat. With machinery, they reached a depth of approximately 6 m, where they found higher quality natural material (clay). In order to measure the depth of the excavation, two workers entered the trench while the construction manager supervised the work from above. At that moment the wall collapsed, trapping them both underground. An investigation committee were formed with employees from de LPG Peru and Safety and Environment Division. Facilities were analyzed, interviews to the workers implicated were done and more than 100 documental evidences were collected. - 9 IAR were developed and accepted Root Causes - According to OSHA, two workers die every month Procedures 11% in the US due to trench collapses Organization 11% - Basic associated rules: excavations, confined space entry 45% Inadequate training and permit to work 33% Communication Lessons Learned: • Excavations, although a common and seemingly simple activity, are one of the main causes of fatal accidents. Therefore, it is very important that safety procedures are rigorously applied. • Appropriately assess and communicate risks so that workers perceive them appropriately and do not expose themselves to danger. • For construction projects ensure that there is independent safety supervision in the field at all times. • Manage contractors responsibly, ensuring their competence and compliance with safety requirements. 45 Accident in 3D Seismic Operation. Indonesia January 15th, 2016. A fatality occurred during a 3D seismic operation in Indonesia, due to a tree that fell on the worker While waiting for the water supply to continue drilling activities, one crew of BPS Drilling Unit was hit by a falling tree at his back neck and trapped in between fallen tree and mud pump frame. Paramedic, that was close to the area, provided first aid to the injured person. The worker was evacuated and one hour later after the incident, the ambulance arrived at BGP clinic but the worker was declared death. The investigation committee concluded that falling trees hazards were not identified in the Hazid and Job Safety Analysis. There were a lot of fallen trees, dead trees and decayed trees in the seismic area. Logging activity was present in the area by third party. There was no tree cutting activity by the seismic operation. Lessons Learned: • Do a risk assessment • Stop the job when unsafe conditions/actions are observed • Continuous Hazard identification and mitigation to address dynamic hazards and external hazards (Third parties) 46 Human Rights 47 Our commitments with sustainability Repsol Human Rights Policy On June 16, 2011, the United Nations Human Rights Council unanimously endorsed the Guiding Principles for Business and Human Rights, making the framework the first corporate human rights responsibility initiative to be endorsed by the United Nations. The UNGPs have received wide support from states, civil society organizations, and even the private sector. Repsol has been walking towards the application of the Guiding Principles: In July 2013 Repsol approved its Policy of Respect for Human Rights, following the specific recommendations set out in the United Nations “Protect, Respect and Remedy” framework and its Guiding Principles on Business and Human Rights. This policy has been approved at the highest level in the company and it is being implemented through a specific Business Unit. Our policy covers Repsol’s human rights commitments for all activities with all stakeholders, including employees, local communities, customers, partners and other business contacts, and indicates what is expected in these activities. Through the implementation of these principles, the company has been able to consolidate a culture of respect for human rights and now is mature enough to take further steps, developing a new Global Framework and management system as a result of the integration between Repsol and Talisman. 48 Our commitments with sustainability Repsol Community Relations policy Repsol goal on Community Relations o To achieve and maintain strong and enduring relationships with communities in the area of influence of our projects, based on trust, mutual respect and shared- valued, through proactive engagement and management of social impacts and opportunities o Identifying social baseline, social impacts and social risk management is already embedded in Repsol’s Comunity Relations Policy and standard, integrating now both Repsol and Talisman commitments. o The new model allows a better prevention and mitigation on Human Rights impacts A new organizational model for E&P Bussiness For the first time of a Global Community Relations and Human Rights Function exists, pending directly from the Safety, Environment and Sustainability Division and one level from the CEO Community Relations and Human Rights (D. SE & Sustainability) Global Level Head of Business (RU / BU / EO) • • Community Relations function Country Level (Bussiness) • • • Responsible for developing the corporate community relations & Human rights framework (minimum requirements) Responsible for assuring implementation at local level Complying with Repsol's CCRR & HR standards Allocating CCRR & HR tasks within the BU and provide resources, training and capacities Raising CCRR & HR awareness within the BU teams Community Relations Local teams have functional dependency of Global team which allows the global team to set yearly goals linked to variable wage. Local community relations teams already stablished in 11 countries, with direct impact on E&P Bussiness Unit 49 Our commitments with sustainability Community relations and Human Rights Management Framework Repsol has developed a Global Framework based on leading international standards (IFC1, UNGP2, OECD3 guidelines) Result of the integration process with Talisman. MANAGEMENT SYSTEM Includes processes and activities aimed at preventing and mitigating negative impacts and maximizing opportunities in communities directly and indirectly influenced by the company. Based on O&G sector standards on social performance. Covering main international requirements regarding social performance. Human Rights Policy POLICIES STANDARDS Community Relations Policy Community Relations standard. Includes minimum performance requirements for the whole company Social Investment Approval and Reporting Procedure (in progress). 1.- IFC: International Finance Corporation ( World Wide Group) 2.-UNGP: United Nations Guding principles on Business and Human Rights 3.-OECD: Organisation for Economic Co-operation and development 50 Our commitments with sustainability Community relations and Human Rights Management Framework Human Rights impact assessments First experiences applying HR lens Inclusion of HRIA requirements in company Policy and standard Carry out HRIA specific in operations with support from experts 3 projects carried out 2 additional downstream projects Consolidation lessons learned Develop internal guidance on HRIA to support internal practitioners First draft Reinforce implementation Improvement Support Business Units in the implementation process Downstream Upstream Guidance tested in other countries Follow-up Internal and external leverage Support and assurance AWARENESS & TRAINING 51 Our commitments with sustainability Community relations and Human Rights Management Framework Community Grievance Mechanisms First experiences applying HR lens Inclusion of CGM requirements in company Policy and Standard Consolidation lessons learned Pilot project in an operated asset jointly with IPIECA Diagnosis of existing Community Grievance Mechanisms in assets Self-assessment on the efectiveness of the existing CGM Reinforce implementation Develop internal guidance on “How to develop an effective CGM” to support internal practitioners First draft of the guidance Improvement Support Business Units in the implementation and improvement processess Upstream Downstream Guidance tested in other countries Follow-up Support Assurance Reporting AWARENESS & TRAINING 52 Main Sustainability Indexes 53 Annexes Main Sustainability Indexes and Initiatives Repsol has led the Oil & Gas sector for two consecutive years, in the 2011 and 2012 editions of the prestigious Dow Jones Sustainability Indexes. The company also leads the Oil & Gas sector on the European index (DJSI Europe). 54 Annexes Main Sustainability Indexes and Initiatives Repsol is the leading oil and gas company in 2015 for carbon disclosure, according to the Climate Disclosure Leadership Index (CDLI), comprising the top 50 international companies in communication and transparency on climate change 2010 2011 2012 2013 2014 2015 Maximum Energy sector score 90 92 98 98 100 100 Minimum score for Energy sector companies to be eligible for the CDLI 88 90 95 97 98* 100* Repsol’s score 88 89 98 98 96 100 Repsol´s evolution CDLI A B A- B B B 100 Maximun Energy Sector Score 98 96 Minimum score for Energy sector companies to be eligible for the CDLI 94 92 90 Repsol’s score 88 86 2010 2011 2012 2013 2014 2015 Our Company has won recognition for its energy efficiency and carbon management for the third time in the last five years (*) Since 2014 leaders are identified by geographical area and not globally as in previous years. According to 2014 score, Repsol is among the companies with the highest score in transparency of the Energy sector. 55 Repsol Investor Relations contact details: • Mr. Luis Pedrosa, Front Office, Corporate Access and ESG Manager [email protected] +34 91 7537443 • Ms. Leticia Padura, ESG Manager [email protected] +34 91 7535988 THANK YOU © Repsol S.A.EM Division of Economy, Finance and Development. 09/06/2016 Repsol Delivering Value and Resilience through Sustainability June, 2016
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