REN Redes Energeticas Nacionais SGPS S A : Corporate Governance Report included in the 2020 Report and Accounts

REPORT & ACCOUNTS 2020 TABLE OF CONTENTS

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TABLE OF CONTENTS

07 CORPORATE GOVERNANCE 308

PART I

7.1. Information on Shareholder Structure, Organization and Corporate Governance 309

7.1.1. Economic Environment 309

7.1.2. Corporate bodies and committees 318

7.1.3. Internal organization 352

7.1.4. Remuneration 363

7.1.5. Transactions with related parties 369

PART II

7.2. Assessment of Corporate Governance 372

ANNEX 1 TO THE GOVERNANCE REPORT 384

ANNUAL REPORT ON THE REMUNERATION OF THE CORPORATE BODIES

OFREN - REDES ENERGÉTICAS NACIONAIS

1. Presentation of the report 385

2. The Remuneration Committee 385

3. Results and incentives 389

4. Remuneration policy 392

5. Alignment of the remuneration policy with the creation of sustainable value 394

6. Operationalisation of the remuneration policy 398

7. Remuneration paid to Corporate Bodies 399

8. Alignment of the General Meeting with the remuneration policy 403

9. Conclusion 403

07

CORPORATE GOVERNANCE

PART 1

REN is in a mission to ensure the continuous provision of energy to the whole country, and as such to contribute to the delevolpment of comunities and to improve the quality of life of Portuguese people. This is a task which requires a continuous and devoted effort. But our commitment goes beyond our mission.

We believe in the exercise of an active corporate citizenship, with a strong involvement with the comunities we belong to, both at a social and at an environmental level.

To take this commitment, this requires that all REN activites are guided by sustainability principles, by means of obeying to rigorous and measurable criteria and respecting demanding standards of excelence, without ever losing sight of the positive impact we want to have on the comunities and ecosytems we work close to.

7.1. INFORMATION ON SHAREHOLDER STRUCTURE, ORGANIZATION AND CORPORATE GOVERNANCE

7.1.1. ECONOMIC ENVIRONMENT

I. CAPITAL STRUCTURE

I.1. Capital structure (capital, number of shares, distribution of capital among shareholders, etc.), including information on shares not admitted to trading, different classes of shares, inherent rights and duties and percentage of capital which each class represents (Art. 245-A(1)(a)).

The share capital of REN - Redes Energéticas Nacionais, S.G.P.S., S.A. (REN or the company) in the amount of 667,191,262 euros is represented by 667,191,262 ordinary shares with a face value of 1.00 euro each, in the form of nominative book-entry shares.

REN shares are ordinary shares that do not grant special rights to their holders, beyond the general rights inherent as a shareholder under the law.

Currently, all REN shares are admitted to trading on Euronext Lisbon, a regulated market managed by Euronext Lisbon - Sociedade Gestora de Mercados Regulamentados, S.A., with code PTREL0AM0008.

SHAREHOLDER STRUCTURE AT 31 DECEMBER 2020

For more detailed information on the main company shareholders of the company see II.7 bellow.