Iberdrola: a benchmark for shareholder engagement

Ten years ago, our company established continuous dialogue with shareholders as a commitment in its pioneering ‘Ongoing Shareholder Engagement Policy,’ which remains one of the keys to its successful governance model, writes Iberdrola

 
 

Being the largest electricity company in Europe and one of the two largest worldwide, Iberdrola is the holding company of a multinational group present in Spain, the US, the UK, Australia, Mexico, Brazil, Germany, France and other member states of the European Union, among other countries.

The company firmly believes that electrification is a great opportunity to increase energy autonomy and security, competitiveness, industrialisation and the generation of employment, at the same time as protecting the environment and human health.

In March 2024, Iberdrola announced an investment of €41bn by 2026 to help create a secure and sustainable energy future for all. Net profit reached €5.6bn and EBITDA reached €16.8bn in 2024, driven by record investments of €17bn. The next Capital Markets Day, where the company will update its investment outlook, will take place in September 2025.

Its business model is focused on the sustainable creation of value, in accordance with the provisions of the ‘By-Laws’ and with the corporate policies approved by the Board of Directors, including one of the first engagement policies on the international scene.

Tenth anniversary of a reference policy
The company’s ‘Ongoing Shareholder Engagement Policy’ was initially approved in 2015, upon a proposal from a committee made up of professionals with special qualifications and experience in corporate governance and shareholder movements. According to that policy, shareholder engagement occurs not only during the general meeting but throughout the year via a continuous and inclusive dialogue to understand the interests of shareholders.

Shareholder engagement occurs not only during the general meeting but throughout the year

To this end, the company maintains permanent communication channels and instruments, which enable it to identify and respond to the opinions and concerns of shareholders, developing reciprocal and continuous feedback that contributes to decision-making that is more informed and aligned with the corporate interest.

In this continuous relationship with the shareholders, the company attends to the entire shareholder base, resulting in meetings held with around 1,600 investors and thousands of contacts with retail shareholders in 2024. From the viewpoint of the shareholders, engagement extends and strengthens their rights to information and participation recognised in applicable law, as shown by the following measures that the company has developed.

Engagement principles
The ‘Ongoing Shareholder Engagement Policy’ fosters ongoing interaction that is not limited to the holding of the general meeting, with the aspiration of maintaining an effective and constructive relationship throughout the year, based on the following principles.

>Transparency: Endeavour to ensure transparency through clear, continuous and responsible communication, sharing truthful, appropriate, relevant, correct, complete, reliable and useful information.
>Participation: Promote shareholder participation in activities organised throughout the year and actively foster their participation in the general meeting.
>Interaction: Proactively and constantly maintain interaction with the shareholders to forge a sense of belonging through direct, fluid, constructive, ongoing, effective and inclusive dialogue that allows for reciprocal understanding.
>Active listening: Know the decisions, opinions, concerns and proposals of the shareholders in order to understand, assess and respond to them and foster a long-term relationship, contributing to more informed decision-making, a better understanding of the community and the implementation of sustainable conduct.
>Respect: Respect equal treatment in the acknowledgement and exercise of the rights of the shareholders in the same situation and who are not affected by any conflict of interest or competition, and protect the legitimate rights and interests of the shareholders.
>Innovation: Use new technologies to engage shareholders, in order to achieve interaction with as many shareholders as possible and to facilitate access to information, with the commitment to use such technologies responsibly and to continue offering alternatives for shareholders who need or prefer to use non-digital mediums.
>Continuous improvement: Be receptive to and take into account generally recognised good governance recommendations and the accumulated experience and opinions of the shareholders, shareholder associations, institutional investors, proxy advisors and other stakeholders.

Engagement channels
For this 10th anniversary of its ‘Ongoing Shareholder Engagement Policy,’ Iberdrola has launched a new engagement space on the corporate website, as a hub that sets out the company’s main communication and contact channels to inform and listen to the shareholders, fostering their participation in the general meeting as well as in other events and meetings throughout the year.

The company’s corporate reporting is ahead of good governance recommendations

The company makes a commitment to continuously respond to shareholders’ queries and suggestions. Specifically, all shareholders who are registered with the ‘OLS shareholder’s club’ channel may, confidentially or openly vis-à-vis other shareholders and at any time, request such information or clarifications as they deem appropriate, or submit such questions as they consider relevant.

Promotion of participation
The main milestone for this ongoing interaction is the general shareholders’ meeting, which reached a quorum of 75.55 percent of share capital in 2025, the highest level among Spanish peers with a similar shareholding structure, and a support of over 99 percent the total votes in favour and against, further endorsed by the assurance provided by an independent external firm.

These results consolidate an extraordinary average level of participation in excess of 75 percent over the last 10 years, a very high percentage for a company whose shares are 100 percent freely transferable, except for directors and officers subject to shareholding policies. For this purpose, the company allows all shareholders to participate in the general meeting without requiring a minimum number of shares and fosters 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 example of corporate reporting

• Permanent access to information through the engagement channels and specific attention to resolve any questions regarding participation in the general meeting, in addition to the mandatory documentation.
• Extended participation period to facilitate the maximum dissemination of the documents and favour the participation of the highest possible number of shareholders, publishing the announcement of the call to meeting well in advance of the one-month notice period established in applicable law.
• Participation channels which 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 personalised attention.
• Accessibility measures to allow the participation of shareholders with hearing or visual impairments, such as simultaneous interpreting into Spanish sign language, electronic subtitling and audio description, and it attends to any need raised in this regard via the shareholder’s office.
• Participation incentives such as the innovative engagement dividend which is payable to all shareholders if the quorum reaches at least 70 percent of the share capital.
• Sustainable management of the general meeting with external certification since 2016, pioneering sustainable management practices at corporate events.

All the aforementioned measures have been implemented taking into account the interests of shareholders, internationally recognised best corporate governance practices and the recommendations made in the guidelines of the leading proxy advisors. In turn, in accordance with the ‘By-Laws,’ the shareholders undertake to exercise their rights vis-à-vis the Company and the other shareholders, and to comply with their duties, acting with loyalty, in good faith and transparently, within the framework of the corporate interest as the paramount interest ahead of the private interest of each shareholder and in accordance with law and with the governance and sustainability system.

Thanks to direct knowledge of shareholder and investor expectations as a result of engagement, the company’s corporate reporting is ahead of good governance recommendations and even of legal requirements, as shown by the voluntary publication of the sustainability report 15 years before the statement of non-financial information became mandatory in Spain.

In order to offer a fuller and more transparent view of its governance model, the company has produced its Annual Corporate Governance Report 2024 broadening the legally required content with other material, such as the vision of the corporate purpose and values, the corporate and governance structure of the group, the review of the main milestones and outlook for the previous financial year, the keys to the internal control system for sustainability reporting, and the compliance system of the group’s companies.

This innovation makes it possible to simplify, streamline and facilitate access to all reports on corporate governance that the company voluntarily publishes by compiling here, among other documents, the activities report of the board of directors and of the committees thereof, as well as the report on the application of the ‘Ongoing Shareholder Engagement Policy.’