Iberdrola: a benchmark for shareholder engagement

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Being the largest electricity company in Europe and one of the two largest worlds, Iberdrola is the company Holding of a multinational group present in Spain, the United States, the United Kingdom, Australia, Mexico, Brazil, Germany, France and other Member States of the European Union, among other countries.

The company firmly believes that electrification is an excellent opportunity to increase energy autonomy and safety, competitiveness, industrialization and generation of employment, at the same time as the protection of the environment and human health.

In March 2024, Iberdrola announced an investment of 41 billion euros by 2026 to help create a secure and sustainable energy future for all. Net profit reached 5.6 billion euros and EBITDA reached 16.8 billion euros in 2024, fired by record investments of 17 billion euros. The next day of the capital markets, where the company will update its investment prospects, will take place in September 2025.

Its business model focuses on the sustainable creation of value, in accordance with the provisions of “regulations” and the corporate policies approved by the board of directors, including one of the first commitment policies on the international scene.

Tenth anniversary of a reference policy
The “policy of commitment of the current shareholders” of the company was initially approved in 2015, on a proposal from a committee made up of professionals with special qualifications and experience in corporate governance and shareholders’ movements. According to this policy, shareholders’ commitment occurs not only during the General Assembly, but throughout the year via a continuous and inclusive dialogue to understand the interests of shareholders.

Shareholders’ engagement occurs not only during the general meeting, but throughout the year

To this end, the company maintains permanent channels and instruments of communication, which allow it to identify and respond to the opinions and concerns of shareholders, by developing reciprocal and continuous comments which contribute to more enlightened and aligned decision -making on the interest of the company.

In this continuous relationship with shareholders, the company takes care of the entire shareholders’ basis, which led to meetings held with around 1,600 investors and thousands of contacts with retail shareholders in 2024. From the shareholder’s point of view, the commitment extends and strengthens their rights to information and recognized participation in the applicable law, as shown by the following measures that the company has developed.

Principles of engagement
The “policy of engagement of the current shareholders” promotes continuous interaction which is not limited to the holding of the general meeting, with the aspiration of maintaining an effective and constructive relationship throughout the year, on the basis of the following principles.

> Transparency: Strengthen to ensure transparency by clear, continuous and responsible communication, sharing truthful, appropriate, relevant, correct, complete, reliable and useful information.
> Participation: Promote shareholders’ participation in organized activities throughout the year and actively promote their participation in the General Assembly.
> Interaction: Maintain proactively and constantly interaction with shareholders to forge a feeling of belonging through direct, fluid, constructive, continuous and inclusive dialogue which allows reciprocal understanding.
> Active listening: Knowing the decisions, opinions, concerns and proposals of shareholders in order to understand, assess and respond to them and promote a long -term relationship, contributing to more enlightened decision -making, a better understanding of the community and the implementation of sustainable conduct.
> Respect: Respect equal treatment in the recognition and exercise of shareholders’ rights in the same situation and which are not affected by any conflict of interest or competition, and protect the legitimate rights and interests of shareholders.
> Innovation: Use new technologies to hire shareholders, in order to reach the interaction with as many shareholders as possible and to facilitate access to information, with the commitment to use such technologies in a responsible manner and to continue to offer alternatives to shareholders who need or prefer to use non -digital media.
> Continuous improvement: Be receptive to and generally take into account the recommendations of good governance and the accumulated experience and the opinions of shareholders, associations of shareholders, institutional investors, proxy advisers and other stakeholders.

Engagement canals
For this 10th anniversary of his “policy of commitment to current shareholders”, Iberdrola launched a new space for engagement on the company’s website, as a center that defines communication and the company’s contact channels to inform and listen to shareholders, promoting their participation in the general meeting as well as in other events and meetings throughout the year.

Company corporate reports are ahead of the recommendations for good governance

The company undertakes to continuously respond to the requests and suggestions of shareholders. More specifically, all shareholders who are recorded with the channel “OLS shareholder’s club” can, confidentially or openly vis-à-vis other shareholders and at any time, request this information or clarifications which they deem appropriate, or submit the questions they consider relevant.

Promotion of participation
The main stage of this current interaction is the general assembly of shareholders, which reached a quorum of 75.55% of the share capital in 2025, the highest level among Spanish peers with a similar shareholding structure, and support of more than 99% of the total votes in favor and against, moreover approved by the insurance provided by an independent external company.

These results consolidate an extraordinary average level of participation of more than 75% in the past 10 years, a very high percentage for a company whose shares are freely transferred to 100%, with the exception of administrators and managers subject to shareholding policies. To this end, the company allows all shareholders to participate in the General Assembly without requiring a minimum number of shares and promotes their participation, so that they can all exercise their rights in an informed and responsible manner, regardless of their place of residence.

Best practices in corporate governance and business reporting

• Permanent access to information via engagement channels and specific attention to resolve any questions concerning participation in the General Assembly, in addition to compulsory documentation.
• Prolonged period of participation to facilitate the maximum dissemination of documents and promote the participation of the greatest possible number of shareholders, publishing the announcement of the call for realization well before the notice period of one month established in applicable law.
• The participation channels that combine innovative electronic systems implemented for real -time authentication via any device with Internet access, the telephone and instant messaging channel and traditional systems based on personalized attention.
• Accessibility measures to allow the participation of shareholders with hearing or visual disabilities, such as simultaneous interpretation in Spanish sign language, electronic subtitling and audio description, and it meets any need raised in this regard via the shareholder’s office.
• Participation incentives such as the innovative dividend of commitment which is payable to all shareholders if the quorum reaches at least 70% of the share capital.
• Sustainable management of the general meeting with external certification since 2016, pioneering sustainable management practices during corporate events.

All the aforementioned measures have been implemented taking into account the interests of shareholders, best internationally recognized corporate governance practices and recommendations made in directives of the main proxy advisers. In turn, in accordance with “regulations”, the shareholders undertake to exercise their rights vis-à-vis society and other shareholders, and to comply with their duties, acting with loyalty, in good faith and in a transparent manner, within the framework of the law and the government and the private sustainability system.

Thanks to the direct knowledge of the expectations of shareholders and investors following the commitment, the company’s business reports are ahead of the recommendations of good governance and even legal requirements, as shown by the voluntary publication of the durability report 15 years before the statement of non -financial information in Spain.

In order to offer a more complete and more transparent vision of its governance model, the company has produced its annual report on corporate governance 2024 expanding the legally required content with other documents, such as the vision of the main objectives and the values of the company, the structure of the companies and the governance of the group, the examination of the main milestones and the prospects for the previous exercise, the stages of the internship control system conformity and compliance system.

This innovation makes it possible to simplify, rationalize and facilitate access to all reports on corporate governance that the company voluntarily publishes by compiling here, among other documents, the report on the activities of the board of directors and its committees, as well as the report on the application of the “ policy of engagement of current shareholders ”.

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