Sustainability and Regulation Committee

Duties

Without prejudice to other duties that the Board of Directors may assign thereto, the Sustainability and Regulation Committee shall have at least the following duties:

  1. To report to the shareholders at the General Shareholder’s Meeting on matters raised at the Meeting and within the purview of the Committee, and particularly regarding the results of the audit, explaining how it has contributed to the integrity of the financial information and the function performed by the Committee in such process.
  2. To act as a communication and information channel on sustainability and regulatory matters in the telecommunications sector or in any other sector relevant to the business of the Company or the Group, facilitating such communication between the management team and the Board of Directors and, where appropriate, to advise the Board of Directors of those matters deemed significant to the Company or to any of the companies of the Group in respect of which it is necessary or appropriate to make a decision or adopt a particular strategy, including, in particular, matters related to the supervisory and regulatory bodies competent in the telecommunications sector. Regulations of the Board of Directors 24.
  3. To supervise and review the strategies and policies of the Company’s Responsible Business Policy, including environmental and social issues, ensuring that they are aimed at responding to the expectations of the company’s stakeholders and the creation of value, and to propose to the Board of Directors that they be updated and modified when necessary.
  4. To promote a proactive relationship strategy with our stakeholders: customers, investors, suppliers, employees and society in general, with the purpose of defining the material issues affecting the Company from risk and opportunity perspectives.
  5. To supervise the impact analyses linked to the Responsible Business strategy and our reputation, both from a business perspective and from the perspective of their impact on society, and in particular Human Rights and the Environment, as well as the legal modifications, recommendations and best business practices, which could have a significant influence for the Telefónica Group in matters of sustainability and reputation.
  6. To analyze, report and propose to the Board of Directors the principles to which the Group’s Sponsorship and Patronage policy must conform, monitoring the same, as well as individually approving those sponsorships or patronages whose amount or importance exceeds the threshold set by the Board and must be approved by the latter.
  7. To analyze, promote and supervise Telefónica Group’s sustainability objectives, action plans and practices in the environmental and social areas, including aspects such as ethical behavior, human rights, the environment and climate change, responsible management of the supply chain, digital trust and the responsible use of technology, talent and diversity, customer responsibility, ethical and sustainable products and services, and inclusive connectivity, as well as other issues identified as risks or opportunities for the Company in terms of sustainability; and supervise compliance with best sustainability, environmental and social practices through – among others – quality, ESG, reputation measurement and sustainability indices, and, where appropriate, propose recommendations to improve the Telefónica Group’s management in these areas.
  8. To ensure that the corporate culture is aligned with its purpose and values with transparency towards its stakeholders.
  9. To report to the Audit and Control Committee on sustainability risks and on the process of preparation, presentation and integrity of sustainability reporting (or non-financial reporting), in accordance with international benchmarks standards.
  10. In relation to the non-financial indicators in the area of sustainability of the variable remuneration of Directors and Senior Executives, be aware of and inform the Nominating, Compensation and Corporate Governance Committee of these indicators, in order to facilitate their better contribution to the business strategy of sustainability and to the long-term interests of the Company and the Group in this area.
  11. Any other matters related to the fields within its competence that are requested by the Board of Directors or its Chairman.

Composition of the Sustainability and Regulation Committee

The composition of the Sustainability and Regulation Committee is as follows:

Mr. Francisco Javier de Paz Mancho

Chairman

Appointment: December 13, 2023

Mr. José María Abril Pérez

Member

Appointment: December 13, 2023

Ms. Carmen García de Andrés

Member

Appointment: December 13, 2023

Ms. María Luisa García Blanco

Member

Appointment: December 13, 2023

Ms. María Rotondo Urcola

Member

Appointment: December 13, 2023

Ms. Solange Sobral Targa

Member

Appointment: December 13, 2023