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Governance and Sustainability System

Governance and Sustainability System

The corporate governance system of Scottish Power Limited is known as the ScottishPower Governance and Sustainability System.

The ScottishPower Governance and Sustainability System is updated from time to time in accordance with the ScottishPower group’s decision-making policies and procedures to reflect any updates made to the policies, strategies and general guidelines of the ScottishPower group’s ultimate shareholder Iberdrola, S.A. (Iberdrola Governance and Sustainability System) to the extent applicable to the ScottishPower Governance and Sustainability System.

The following is a general explanation as to how the Governance and Sustainability System of Scottish Power Limited and its principal subsidiaries, as with any developed corporate governance system, is structured in practice.

Please read our Introduction to the Governance and Sustainability System for further information regarding the origin and driving ideas behind the ScottishPower Governance Sustainability System, which are principally based on that of Scottish Power Limited’s ultimate shareholder Iberdrola, S.A., as well as its five composite chapters, being: (I) By-Laws, (II) Purpose, (III) Environment and Climate Action, (IV) Social Commitment, and (V) Corporate Governance.

Scottish Power Limited is the principal (unlisted) subholding company of the Iberdrola Group’s interests in the United Kingdom that owns the head of business companies relating to generation, transmission and distribution of electricity, energy management and supply of gas and electricity that pursue those activities in the United Kingdom.

The main responsibility of Scottish Power Limited, which has its own Board of Directors containing independent directors and has its own management team, is to disclose, implement and ensure compliance with the policies, strategies and general guidelines of the Iberdrola Group in the United Kingdom and it centralizes the provision of common services to the head of business companies, in accordance at all times with the provisions of the applicable legislation and, in particular, the regulations regarding the separation of regulated activities.

Scottish Power Limited pursues its activity in the United Kingdom through the following head of business companies: Scottish Power Energy Networks Holdings Limited, which owns three regulated electricity network businesses in UK engaged in the activities of transmission and distribution of electricity; Scottish Power Retail Holdings Limited which owns businesses engaged in the activities of the supply of electricity and gas to almost five million domestic and business customers throughout the UK, associated metering activity (including the smart meter installation programme), and managing the group’s energy services activities; and ScottishPower Renewable Energy Limited, which owns the business responsible for the origination, development, construction and operation of renewable energy generation plants.

The head of business companies have their own Boards of Directors and have the necessary autonomy to carry out the day-to-day management and effective administration of their businesses, as well as responsibility for their ordinary control.

Scottish Power Limited is governed by its Board of Directors, which consists of directors who bring a broad range of skills and experience to the company. The Board is regulated in accordance with the company’s Articles of Association and the Board’s terms of reference.

In discharging its responsibilities and in the exercise of its decision-making powers, the Board has, in accordance with the Policy for the Definition and Coordination of the Iberdrola group and Foundations of Corporate Organisation, defined and approved the ScottishPower corporate governance system which applies to the company and its group.

The ScottishPower corporate governance system includes the internal corporate rules (including the Purpose and Values of the Iberdrola Group, the Code of Ethics, corporate policies and other internal codes and procedures that make up the corporate governance system of the Iberdrola group, which the Board, having reviewed the same, has expressly adopted as part of the ScottishPower corporate governance system, as well as the specific rules and regulations required to implement or supplement it.

In addition, the Board routinely considers and takes into account those parts of the corporate governance system of the Iberdrola group (of which the company is part) which may have direct or indirect application to ScottishPower. Furthermore, the Board actively considers and adopts specific policies and rules which apply to ScottishPower. A full consolidated copy of the ScottishPower Governance and Sustainability System as formally adopted from time to time by the Scottish Power Limited Board of Directors, is available here.

Group Structure

For information on the structure of the Iberdrola Group, including country subholding companies and head of business companies, click the link below:

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