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Governance and Sustainability System
Neoenergia's Governance and Sustainability System brings together the standards and principles that govern the company's organization, operations, and relationships.
A system with rules and principles that govern the organization
The Governance and Sustainability System is inspired by the purpose of continuing to build, day by day and collaboratively, a more electric, healthy, and accessible energy model, based on the Articles of Incorporation, which—having been approved by the General Shareholders’ Meeting—bring together and endorse all the key elements of the Governance and Sustainability System, the development of which is the responsibility of the Board of Directors, without prejudice to other powers.
The Governance and Sustainability Systemis subject to an ongoing review process to continuously incorporate best practices.
Corporate Structure and Governance
Neoenergia’s corporate and governance structure, as well as its business model, are based on a decentralized structure. As a holding company that holds certain stakes in other companies operating in the energy sector, Neoenergia is responsible for the strategy, supervision, and control of the entire group, while leaving the management of each group company to its respective governing bodies.
Thus, one of Neoenergia’s main functions is to assume the roles of organization and strategic coordination with respect to the group’s companies, as well as to centralize the provision of shared services to the operating companies, always in accordance with applicable law.
A proactive compliance function
The company is firmly committed to leading the way in applying the most rigorous ethical and regulatory compliance practices.
In particular, Neoenergia is committed to continuously monitoring and sanctioning fraudulent acts and conduct, implementing and developing effective communication and awareness-raising mechanisms for all employees, and fostering a corporate culture based on ethics and honesty, for which it has effective and up-to-date policies and programs for crime prevention and anti-fraud measures that extend to all levels of the organization.
Governance and Sustainability System
The Governance and Sustainability System is formally organized into four books:
Preliminary Book
- In the Preliminary Book, the Iberdrola Group’s Purpose and Values constitute the corporate philosophy that guides the Iberdrola Group, directs its strategy, and governs its activities, as well as its initiatives and decisions. In turn, the Group’s Ethical and Basic Principles of Governance and Sustainability inform the Iberdrola Group’s standards, promoting the creation of sustainable value for its shareholders while also taking into account other stakeholders.
General Introduction
Last modified: June 18, 2026
Iberdrola Group’s Purpose and Values
Last updated: March 25, 2025
Iberdrola Group’s Ethical Principles and Basic Principles of Governance and Sustainability
Last modified: December 16, 2025
Book One. Bylaws and Corporate Organization
- Book One begins with the Bylaws, approved by the General Shareholders’ Meeting, which represent the highest expression of the Company’s corporate autonomy and constitute the primary source of its internal governance and the foundation upon which the Governance and Sustainability System is based.
Within the Bylaws, the rules governing the Company’s corporate organization are of particular importance, as they incorporate best practices in this area and position the Company as an international benchmark for good governance. They comprise the regulations and procedures that govern, among other aspects, the composition, powers, and operating framework of its main decision-making and management structures, as well as the duties and obligations of their members.
All of the foregoing is based on the corporate and governance structure of the companies comprising the Iberdrola Group and on its business model, as defined in the Articles of Incorporation and in the Guidelines for the Definition and Coordination of the Iberdrola Group. These documents recognize the reality of a multinational group, composed of multiple companies, diversified and organized in an effective and coordinated manner to best advance the corporate purpose and achieve the corporate interests of each of them.
1.1. Bylaw
Last updated: May 18, 2026
1.2. Rules of Procedure of the Board of Directors
Last amended: June 18, 2026
1.3. Rules of Procedure for the Audit and Compliance Committee
Last modified: June 18, 2026
1.4. Guidelines for the Definition and Coordination of the Iberdrola Group
Last modified: March 25, 2025
Book Two. Corporate Policies
- In turn, the policies included in Book Two are characterized by their role in articulating and translating ideas and values into methods, standards, and criteria for action, thereby rationalizing management decisions in the various fields and matters that, by their very nature, require such an approach:
- The policies related to transparency and good governance, developed in line with best practices in the areas of transparency and good governance, address the company’s structure and organization, its character and scale, and its status as a publicly traded company and holding company.
- Policies regarding human and social capital are part of the sustainable development strategy and constitute Neoenergia’s decisive and proactive response to unavoidable social challenges, objectives, and goals, such as respect for and commitment to human rights, the development of professional relationships based on equal opportunity and non-discrimination, the prevention of harassment and a firm commitment to combating it, the promotion of talent, merit, and ability, the proper management of knowledge, professional development, and work-life balance.
- Neoenergia’snatural capital policies reflect the company’s leadership in developing a sustainable energy model based on the use of renewable energy sources and smart grids, electrification, efficiency, the reduction of pollutant emissions, and digital transformation—a model in which respect for and protection of nature guide its strategy.
- Policies related to the sustainable value chain bring together the fundamental pillars that enable the value chain to continue creating long-term competitive advantages that result in a greater contribution to society.
2.1. Transparency and Good Governance
Corporate Governance Policy
Last modified: June 18, 2026
Corporate Tax Policy
Last modified: June 18, 2026
Sustainable Development Policy
Last modified: June 18, 2026
Stakeholder Engagement Policy
Last modified: June 18, 2026
Related-Party Transaction Policy
Last modified: June 18, 2026
Policy on Disclosure of Material Information and Confidentiality
Last modified: July 16, 2019
Policy on Trading in Securities Issued by Neoenergia S.A. and Its Subsidiaries
Last modified: April 23, 2019
Procedure for Conflicts of Interest and Related-Party Transactions Involving Directors and Professionals Directly Reporting to the Board of Directors
Last updated: June 18, 2026
2.2. Human and Social Capital
Human Rights Policy
Last modified: June 18, 2026
Policy on Sustainable Human Capital Management and Harassment Prevention
Last modified: June 18, 2026
2.3. Natural Capital
Nature Management and Protection Policy
Last modified: June 18, 2026
Climate Action Policy
Last modified: June 18, 2026
Biodiversity Policy
Last modified: June 18, 2026
2.4. Sustainable Value Chain
Operational Resilience Policy
Last modified: June 18, 2026
Security Policy
Last modified: June 18, 2026
Personal Data Protection Policy
Last modified: June 18, 2026
Policy on the Development and Responsible Use of Artificial Intelligence Tools
Last modified: June 18, 2026
Innovation Policy
Last modified: June 18, 2026
Quality Policy
Last modified: June 18, 2026
Neoenergia Brand Policy
Last modified: June 18, 2026
Procurement Policy
Last modified: June 18, 2026
Digital Technologies Policy
Last modified: June 18, 2026
Occupational Safety and Health Policy
Last modified: June 18, 2026
Corporate Reputation Policy
Last modified: June 18, 2026
Book Three: Internal Audit, Risk Management, and Compliance
- As an essential element of the sustainable development strategy, the Governance and Sustainability System includes, in its Book Three, a robust regulatory framework regarding internal audit, risk management, and corporate control, as well as compliance, which meets the most advanced requirements in these areas.
The Iberdrola Group’s General Principles of Control and Risk Management define a comprehensive system designed to identify, prevent, and mitigate risks that affect the development of the Group’s companies. With regard to corporate control, the nature, organization, and responsibilities of the internal audit function are governed by the Basic Internal Audit Policy, whose primary role is to ensure, independently and proactively, the effectiveness of governance processes, risk management, and internal controls.
The Group has a solid and innovative track record in compliance, built on regulatory requirements and best practices. As part of its Governance and Sustainability System, it has adopted a Compliance Policy which, together with the Anti-Corruption and Anti-Fraud Policy and the Internal Whistleblower Protection System, demonstrates its firm commitment to transparency, as well as to the ongoing monitoring and sanctioning of irregular conduct and acts that are unlawful or contrary to the law or the Governance and Sustainability System.
Thus, the Compliance System is an effective, autonomous, robust, and independent system that contributes to the full realization of the Iberdrola Group’s Purpose and Values, as well as its Ethical and Fundamental Principles of Governance and Sustainability. In particular, the Code of Conduct for executives, employees, and suppliers aims to ensure that the Group’s operations, those of its employees, and its value chain comply with ethical principles, the law, and the Governance and Sustainability System, as well as to prevent, manage, and mitigate the risk of regulatory and ethical noncompliance.
3.1. Risks and Corporate Control
General Principles of Control and Risk Management at the Iberdrola Group
Last modified: February 24, 2026
Iberdrola Group Policy on the Preparation of Financial and Non-Financial Information
Last updated: March 25, 2025
Basic Internal Audit Policy
Last modified: June 18, 2026
3.2. Compliance
Compliance Policy
Last modified: June 18, 2026
Internal Reporting and Whistleblower Protection System
Last modified: June 18, 2026
Anti-Corruption and Anti-Fraud Policy
Last modified: June 18, 2026
Competition Policy
Last modified: June 18, 2026
Code of Conduct for Executives, Professionals, and Suppliers
Last modified: June 18, 2026
Rules of Procedure for the Compliance Unit
Last modified: June 18, 2026