治理與永續發展體系

A comprehensive and cutting-edge regulatory package

Iberdrola, S.A. was a pioneer in the development of its own internal framework in order to preserve its identity, achieve its purposes and values and realise its corporate purposes and achieve the social dividend in exercise of the corporate autonomy vested therein by law.

The aforementioned internal framework has been conscientiously and progressively developed. Initially configured as a Corporate Governance System, it has evolved with the changing reality, anticipating and adapting to new needs. As a result of this evolution, the Governance and Sustainability System is based on the commitment to sustainability, which enables it to maintain its position as a driver and leader and to continue achieving new objectives, once again exceeding market expectations. 

Developed in accordance with applicable law, fully aligned with generally accepted international recommendations in the area and adapted to its business, corporate and institutional reality, is the internal framework of Iberdrola, S.A., governs its management and conduct, that of its directors and that of the other persons to whom it applies, and is particularly intended to ensure the realisation of the purpose and values and of the corporate object, as well as the achievement of the corporate interest and of the social dividend, within the common framework of a firm commitment to sustainability. 

The Governance and Sustainability System of Iberdrola, S.A. covers the other companies of the Group based on its status as a holding company, establishing the rules, principles and guidelines that inform any setting of standards that the other companies of the Group approve pursuant to their autonomy. 

The Governance and Sustainability System of Iberdrola, S.A. is formally structured into four books:

Introductory Book

In the introductory book, ,以及 Purpose and Values of the Iberdrola Group [PDF] comprises the corporate philosophy that informs the focus and organisation of Iberdrola, S.A. and of the other companies of the Iberdrola Group, and guides the strategy and governs the activities, initiatives and decisions thereof. For their part, the 伊比德羅拉集團的治理與永續發展的道德與基本原則 [PDF] inform the rules of IBERDROLA, S.A. and any that the other companies of the Iberdrola Group approve in the exercise of their autonomy, promoting the sustainable creation of value for their shareholders and also considering their other Stakeholders.

Introduction to the Governance and Sustainability System

Approved on: 25/01/2011
Last amended on: 16/12/2025

Purpose and Values of the Iberdrola Group

Approved on: 23/02/2016
Last amended on: 25/03/2025

Ethical and Basic Principles of Governance and Sustainability of the Iberdrola Group

Approved on: 25/03/2025
Last amended on: 16/12/2025

Introductory Book

這些 first book starts with the By-Laws [PDF], a body of provisions approved by the shareholders at the General Shareholders’ Meeting which represents the maximum expression of the corporate autonomy of Iberdrola, S.A. and constitute the primary source of its internal framework and the basis for its Governance and Sustainability System. 

In the development of the By-Laws, the rules governing its corporate organisation are particularly significant in the internal framework of Iberdrola, S.A., incorporating best practices in this area and positioning it as a good governance leader. These rules establish the governance rules of the corporate decision-making bodies. They include regulations and procedures that govern, among other things, the composition, powers and rules of operation of its main decision-making and management structures, as well as the duties and obligations of their members. 

All of the foregoing operates based on the corporate and governance structure of the companies making up the Iberdrola Group and on its Business Model defined in the by-law rules and in the Foundations for the Definition and Coordination of the Iberdrola Group [PDF]. The reality of a multinational, made up of multiple companies, diversified and efficiently organised and coordinated for the best development of the corporate object and the achievement of the corporate interest of each of them is recognised therein. 

Introduction to the Governance and Sustainability System

Approved on: 25/01/2011
Last amended on: 16/12/2025

1.1. By-Laws

Approved on: 25/01/2011
Last amended on: 16/12/2025

1.2. Regulations for the General Shareholders Meeting

Last amended by the General Shareholders’ Meeting: 30/05/2025
Inscription in the Commercial Registry of Biscay: 11/06/2025

1.3. Rules of Corporate Decision-making Bodies

1.1. By-Laws

Consolidated text of the current By-Laws, the latest amendment of which was approved on 23 July 2025.

1.2. Regulations for the General Shareholders Meeting

Last amended: 30/05/2025

Registry: 11/06/2025

1.3. Rules of Corporate Decision-making Bodies

Regulations of the Board of Directors

Last amended: 16/12/2025

See amendments (2024-2025)

Regulations of the Audit and Risk Supervision Committee

Approved: 24/02/1999 | Last amended: 25/03/2025

Regulations of the Sustainable Development Committee

Approved: 23/11/2010 | Last amended: 25/03/2025

1.4. Foundations for the Definition and Coordination of the Iberdrola Group

Approved on: 25/03/2025

Book Three. Internal Audit, Risks and Compliance

As an essential element of the sustainable development strategy of Iberdrola, S.A., the Governance and Sustainability System contains a robust regulatory framework relating to internal audit, the management of risks and corporate control and compliance, which responds to the most advanced requirements in these areas.

這些 General Risk Control and Management Foundations of the Iberdrola Group define a comprehensive system, the purpose of which is to identify, prevent and mitigate those risks that affect the realisation of the business enterprise. Regarding corporate control, the Basic Internal Audit Regulations regulate the powers of the internal audit function to ensure the effectiveness of governance and internal control processes.

Iberdrola, S.A. has approved basic principles for consolidated financial and non-financial information, ensuring independence of the statutory audit through a policy governing selection and appointment of the statutory auditor.

In the area of compliance, the system includes the 合規政策, ,以及 反貪腐與反詐騙政策 以及各州的 這些舉報通路被設定為向所有股東、管理人員、專業人士、供應商及其他第三方提供的工具,以便舉報可能涉及某些不規範行為或任何違法行為,或違反法律或治理與永續發展體系的行為,且在公司範圍內、與供應商的契約關係中,或在伊比德羅拉集團各公司的利益與形象方面具有重要意義。, representing a firm commitment to transparency.

The system also includes the Purpose and Values of the Iberdrola Group 以及各州的 董事、專業人士及供應商行為準則, ensuring ethical principles across the value chain.

Finally, the Governance and Sustainability System includes the 透明度報告 to ensure equal treatment of all investors and protection against market abuse.

Book Three. Internal Audit, Risks and Compliance

As an essential element of the sustainable development strategy of Iberdrola, S.A., the Governance and Sustainability System contains a robust regulatory framework relating to internal audit, the management of risks and corporate control and compliance, which responds to the most advanced requirements in these areas.

這些 General Risk Control and Management Foundations of the Iberdrola Group define a comprehensive system, the purpose of which is to identify, prevent and mitigate those risks that affect the realisation of the broad and ambitious business enterprise of Iberdrola, S.A. and of the other companies of the Iberdrola Group. Regarding the corporate control, the Basic Internal Audit Regulations regulate the nature, organisation and powers of the internal audit function, the basic activity of which consists of independently and proactively endeavouring to ensure the effectiveness of the governance, risk management and internal control processes.

For the preparation of the consolidated financial and non-financial information, Iberdrola, S.A. has approved certain basic principles, defined in a policy that responds to the principles of subsidiarity and decentralised management. Also, to guarantee the independence of the statutory audit, the Audit and Risk Supervision Committee has approved a policy with the basic rules that must govern the selection, appointment, re-election and removal of the statutory auditor and ensure that it has the necessary technical skills to effectively, responsibly and independently perform its work.

Iberdrola, S.A. has a solid and innovative track record in compliance, which it develops on the basis of regulatory requirements and best practices. As part of its Governance and Sustainability System, it has approved a 合規政策 that, together with the 反貪腐與反詐騙政策 以及各州的 這些舉報通路被設定為向所有股東、管理人員、專業人士、供應商及其他第三方提供的工具,以便舉報可能涉及某些不規範行為或任何違法行為,或違反法律或治理與永續發展體系的行為,且在公司範圍內、與供應商的契約關係中,或在伊比德羅拉集團各公司的利益與形象方面具有重要意義。, represent its firm commitment to transparency, and to the ongoing monitoring and penalisation of improper conduct and acts that are illegal or contrary to law or to the Governance and Sustainability System.

The Compliance System of Iberdrola, S.A., which is configured as an effective, autonomous, robust and independent system, which contributes to the full realisation of the Purpose and Values of the Iberdrola Group and of the Ethical and Basic Principles of Governance and Sustainability of the Iberdrola Group. In particular, the purpose of the 董事、專業人士及供應商行為準則 is to ensure that Iberdrola, S.A., its professionals and its value chain act in accordance with ethical principles, legality and the Governance and Sustainability System, as well as to prevent, manage and mitigate the risk of regulatory and ethical breaches.

Finally, in view of the presence of Iberdrola, S.A. in the securities markets and the trading thereon of its financial instruments and securities, the Governance and Sustainability System includes the 透明度報告. These regulations seek to ensure the equal treatment of all investors and the protection thereof against the improper use of inside information or other conduct constituting abuse.

3.1. Corporate Risks and Control

General Risk Control and Management Foundations of the Iberdrola Group

Approved: 25/02/2025 | Last amendment: 25/03/2025

Basic Internal Audit Regulations

Approved: 20/02/2000 | Last amendment: 29/05/2025

Iberdrola Group Financial and Non-Financial Information Preparation Policy

Approved: 25/03/2025

Statutory Auditor Contracting and Relations Policy

Approved: 23/11/2005 | Last amendment: 24/03/2025

3.2. Compliance

董事、專業人士及供應商行為準則

Approved: 27/02/2002 | Last amendment: 25/03/2025

合規政策

Approved: 20/06/2023 | Last amendment: 25/03/2025

這些舉報通路被設定為向所有股東、管理人員、專業人士、供應商及其他第三方提供的工具,以便舉報可能涉及某些不規範行為或任何違法行為,或違反法律或治理與永續發展體系的行為,且在公司範圍內、與供應商的契約關係中,或在伊比德羅拉集團各公司的利益與形象方面具有重要意義。

Approved: 25/02/2025 | Last amendment: 25/03/2025

反貪腐與反詐騙政策

Approved: 20/12/2016 | Last amendment: 25/03/2025

[PDF]

Approved: 18/12/2021 | Last amendment: 16/12/2025

透明度報告

Approved: 09/07/2003 | Last amendment: 25/02/2025

More information about the Governance and Sustainability System

What does the Governance and Sustainability System consist of?

Governance refers to the political, social, economic, institutional and administrative systems by means of which a company is organised. Iberdrola's 治理與永續發展體系 uses rules to establish the Company's raison d'être and way of being, and to ensure the realisation of its purpose and values and the achievement of its business ends and objectives.

It therefore constitutes an internal system of rules, reflectively and progressively developed as an instrument to organise and assure its enterprise, identity and independence.

What is the core of the Governance and Sustainability System?

這些 By-Laws are the core supporting its entire regulatory system. Approved by the shareholders at the General Shareholders' Meeting, they represent the maximum expression of the corporate autonomy of Iberdrola.

They go beyond the minimum content required by law and the usual standards of listed companies. They configure Iberdrola as an integral company, transcending its nature as purely and merely a mercantile company.

What books make up Iberdrola's Governance and Sustainability System?

The Governance and Sustainability System is formally structured into four books:

(i) Introductory book: General introduction, Purpose and Values, and Ethical Principles.
(ii) Book One: By-Laws, rules of decision-making bodies and Foundations for Definition and Coordination.
(iii) Book Two: Policies on transparency, human capital, natural capital and sustainable value chain.
(iv) Book Three: Internal audit, risks and compliance, including the Code of Conduct.

How does the Corporate Governance System evolve towards the Governance and Sustainability System?

Initially configured as a Corporate Governance System, it has evolved with the changing reality. In December 2020, Iberdrola pioneeringly reformulated its regulatory system around ESG standards.

The system now emphasizes environmental performance, climate change and social commitment, positioning Iberdrola as an international leader in best governance practices and the U.N. Sustainable Development Goals (SDGs).