Consult our Bylaws

1. The foundation shall be called the “FUNDACIÓN CEPSA” hereinafter, the Foundation. The Foundation is a public interest and non-profit organization whose equity is permanently committed to attaining the objectives of general interest listed in Article 4 of these By-Laws. The founder is COMPAÑÍA ESPAÑOLA DE PETRÓLEOS S.A. and in this regard the aforementioned general purposes of the Foundation have been established taking into account the basic principles of Cepsa’s Social Action Policy.

2. The Foundation is of Spanish nationality and its registered address is Paseo de la Castellana 259-A, Torre Cepsa, 28046 Madrid.

The Board may transfer the Foundation’s registered address to any other location in the country, by appropriately amending the By-Laws and subsequently informing the Foundation's Commission. To better fulfill the purposes of the Foundation, the Board may also open offices and create branches in other cities in Spain or abroad.

3. The Foundation shall carry out its activities throughout the whole of Spanish national territory, as well as abroad.

The Foundation is established for an indefinite period. However, if at any time the purposes of the Foundation may be considered as having been accomplished, or become impossible to accomplish, the Board may agree to wind it up.

The Foundation is governed by the will of the founder as set forth in the founding deed, by these By-Laws, by Internal Regulations that may be approved in the future and by the applicable legal provisions.

The Foundation pursues public-interest purposes in the following fields of action in locations where the founding entity has a significant level of activity:  

1. People:

• Recognize initiatives aimed at improving people's living conditions.
• Activate donations in the event of emergencies and humanitarian crises.
• Promote volunteering among the founding entity's professionals with the goal of having a positive impact on society.

2. Biodiversity:

• Carry out actions to conserve, restore, and recreate natural environments.
• Take part in awareness-raising activities on the importance of preserving and respecting biodiversity.
• Recognize initiatives aimed at conserving and recovering biodiversity.

3. Social Innovation:

• Provide society with innovative knowledge to solve major challenges, within the framework of a fair ecological transition.
• Participate in collaborative collective intelligence and innovation platforms, especially focused on supporting cities on their path towards greater sustainability.
• Recognize and promote initiatives aimed at facilitating a just ecological transition.

In order to fulfill its purposes, the foundation may implement the following activities, among others:

• Collaborate with projects to facilitate access to energy, water, and sanitation.
• Contribute financially to the development of third-party social projects with volunteer professionals from the organization, or in any other way.
• Carry out sponsorship actions.
• Promote activities that inform educate and raise society's awareness as regards the importance of respecting and conserving biodiversity.
• Participate in environmental programs and preservation/recovery projects for ecosystems, habitats, and species.
• Support research and training initiatives carried out by schools and universities within the framework of the just ecological transition and Fundación Cepsa's strategy.
• Award prizes, scholarships, and grants for study and research.
• Publish and finance publications that contribute to the foundation's purposes.
• Promote, participate, and finance courses, conferences, symposiums, seminars, and colloquiums, within the framework of Fundación Cepsa's strategy.
• Carry out any other activities that, in the opinion of the Board of Trustees, contribute to the foundation’s purposes. 

The Foundation’s purposes may be achieved in the following ways, but without being limited thereto:

- By the Foundation directly, in its own or third-party facilities.

- By creating or cooperating in the creation of other associations, foundations or corporations, in accordance with the provisions of current legislation.

- By taking part in or collaborating in the development of activities with other entities, organizations, institutions or natural and legal persons of any kind, that in any way can further the purposes pursued by the Foundation, in accordance with the provisions of law.

Regarding the destination of income and revenue and beneficiaries, the Foundation shall be governed by the applicable legal provisions. 

 On the exercise of the Foundation’s Activities:

The Foundation shall be free to address its actions towards activities which, in the opinion of the Board and within the framework of its purpose, are the most suitable to satisfy the latter at each moment in time.

On the form action may take:

The Foundation shall enjoy full freedom to choose the beneficiaries of their contributions, grants and/or aid. Consequently, no one, either individually or collectively, can lodge a claim against the Foundation or its Governing and Management Bodies to receive said benefits, or impose their assignment to certain people.

On achieving its purposes; Beneficiaries; Application of Resources:

The Foundation will achieve its purposes through its own individual activity, or in partnership and collaboration, in any of the forms permitted by law, with other foundations, individuals or legal entities, partnerships and entities in general, whether public and private, Spanish or foreign, with no limitations except those of current legislation.

The founding purposes of the Foundation shall be addressed generically to communities of people, individuals and / or legal entities, in which the Foundation’s activities are conducted.

When determining the beneficiaries of the activity of the Foundation, the Board shall act impartially and without discrimination.

In all matters not covered in this article regarding the subject matter specified in Chapter 3, the Foundation shall be governed by the applicable legal provisions.

1. The government, administration and representation of the Foundation correspond to the Board, which holds and exercises the corresponding powers, subject to the provisions of law and these By-Laws. Its members shall perform their duties with due diligence loyalty.

The members are jointly liable to the Foundation for damages caused by actions contrary to the law or the By-Laws, or those carried out without the due diligence with which they must perform their duties.

Members who vote against such an agreement, and those who can prove that they were not involved in adopting and implementing it, or were unaware of its existence or, being aware of it, that they did everything they could to avoid the damage or at least expressly opposed it, are exempt from liability.

2. Members exercise their powers independently, without hindrance or limitations. Consequently, when members adopt resolutions or agreements of any kind they cannot be obliged to comply with any requirements other than those expressly provided in these By-Laws or established under law.

Members fulfill the obligations of their office without accruing any compensation.

1. The Board shall consist of a minimum of three and a maximum of ten members and these may be founding members, ex-officio or elected members. Within these limits, the Board itself shall determine the specific number at any time.

2. Individuals who have full capacity to act and are not disqualified from holding public office, and who do not incur in any grounds of incompatibility, may be members of the Board.

3. Individuals who are members must exercise their office personally. However, a member appointed by another may act on his or her behalf; this representation must be for specific actions and the delegate must follow any instructions, if any, that the principal made in writing.

4. A member who was appointed because of the position he or she holds may be replaced by the person replacing them in that position.

1. The appointment of the members of the first Board must be made by the founder and be stated in the articles of incorporation.

2. New members shall be appointed by the Board and by agreement of the majority of its members.

3. Members may be natural persons who can contribute to the promotion of the purposes and objectives of the Foundation or persons selected because of the positions they hold as senior managers in the founding entity.

4. The office of member will have a term of 4 years, starting from the date of its acceptance, without prejudice to subsequent renewals.

5.The term of office of those who are members because of their position will be contingent on them maintaining the position pursuant to which they were appointed.

6. Members shall continue to exercise office until the next Board meeting in which their renewal or replacement is decided.

1. The Board shall elect from among its members the person that will act as President.

2. The Board may appoint from among its members one or more Vice Presidents, who shall replace the president in case of absence or illness. Under the same conditions and with different functions, the Board may create other posts.

3. Moreover, the Board shall appoint a Secretary, who may or may not be a Board Member. If not, the Secretary shall have the right to speak but not to vote on the Board.

4. The Board may appoint a Deputy Secretary, who need not be a member, to assist the Secretary and replace him or her in the performance of their duties in case of absence, inability or illness.

5. The cessation of the condition of member of the holder of any of the above offices means the the holder must cease to perform his office, excepting the Secretary, who may continue to hold the position of non-member Secretary, by agreement of the Board.

6. The Board may, by reasoned resolution adopted by a majority, revoke any of the posts referred to in this article without the agreement entailing the termination of membership of the Board; this shall only occur as a result of the legally established causes. 

Acceptance and termination of membership shall be governed by the applicable legal provisions. 

1. The Board of Trustees shall meet at least twice a year and, in addition, as often as called by the Chairperson or when requested by at least one third of its members.

2. The notices, stating the agenda, as well as the place, date and time of the meeting, shall be sent in writing by the Secretary and, ordinarily, at least fifteen calendar days in advance. In case of urgency, this period may be shortened.

The notice of meeting shall be sent individually to all the trustees by any means, including computerized, electronic or telematic means.

No notice shall be necessary when all the trustees are present and unanimously decide to constitute themselves as a Board of Trustees and agree on an agenda.

3. The meeting may be held by telephone conference call, videoconference or any other analogous system that ensures real-time communication and, therefore, the unity of the event, so that one, several or even all the trustees may attend the meeting telematically.

The circumstances in which the meeting is to be held and the possibility of using such telematic means shall be indicated in the notice of the meeting, which shall be deemed to be held at the Foundation's head office.

The Secretary of the Board of Trustees shall acknowledge the identity of the trustees in attendance and so state in the minutes, which shall be immediately sent to the e-mail addresses of each of the attendees.

4. Likewise, the Board of Trustees may adopt resolutions without holding a meeting, at the proposal of the Chairperson or when requested by one third of the members of the body, provided that none of the trustees object.

The meetings of the Board of Trustees without a session shall deal with specific proposals, which shall be sent by the Secretary, in writing, to all the members of the Board of Trustees, who must also respond in writing within forty-eight hours of receipt.

The Secretary shall record the resolutions adopted in the minutes, stating the names of the members of the body with an indication of the vote cast by each of them.

In this case, the resolutions will be considered adopted in the place of the head offices and on the date on which the last of the issued votes was received.

5. The Board of Trustees shall be validly constituted when more than half of its members are present or represented for, including the Chairperson or Vice-Chairperson acting in their stead. Likewise, the Secretary or Vice-Secretary must be present, who, if they do not hold the status of trustee, shall not be taken into account for the purposes of the above calculation. In the event of absence or impossibility, the Secretary and Vice-Secretary may be replaced by the trustee designated by the Board of Trustees from among those attending the corresponding meeting.

6. Except in those cases in which another quorum is legally or statutorily applicable, resolutions shall be adopted by a simple majority of votes of the trustees present or represented for, understood as that in which the affirmative votes exceed the negative votes. In the event of a tie, the Chairperson or Vice-Chairperson acting in their stead shall have the casting vote.

7. Minutes of the meetings shall be taken by the Secretary with the approval of the Chairperson. The minutes shall be approved at the same or the following meeting of the Board of Trustees.

1. The Manager is responsible for the Foundation’s executive and operational management. The Manager will be proposed by the President and appointed by the Board, which will grant him or her the powers necessary for the performance of their duties.

2. The Manager is responsible for carrying out, managing and implementing the agreements and guidelines adopted by the Board, for implementing the plan of activities and managing the budget and, in general, performing all those functions which are entrusted and are required to best achieve the purposes of the Foundation.

The endowment of the Foundation shall comprise:

a) The initial endowment.

b) The assets and rights acquired or hereafter acquired by the Foundation and that are considered endowments.

The equity of the Foundation may consist of all kinds of assets, rights and obligations subject to economic valuation and reside anywhere.

1. The Foundation’s assets will be invested in the most appropriate way for achieving its purposes and obtaining income such as interest, dividends, revaluations and other fruits or capital gains.

2. The assets and income of the Foundation shall be construed as being assigned to, and for the purpose of, the achievement of the Foundation’s objectives.

3. Under the By-Laws, the assignment of the foundation’s equity to pursue the purposes of general interest mentioned therein is common and indivisible in character; that is, there shall be no allocation of equal or unequal shares or quotas of the Foundation’s endowment and income to each objective. Consequently, the Foundation shall not be obliged to divide or distribute the endowment or income between the different objectives pursued, or apply them to one or more specified objectives.

The accounts and action plan shall be governed by the applicable legal provisions.

The financial year of the Foundation will begin on January 1 and end on December 31 of each year.

1. The amendments of the By-Laws and cessation of the Foundation shall be governed by the applicable legal provisions.

2. The assets and rights resulting from the liquidation will be allocated entirely to other foundations or private non-profit entities pursuing aims of general interest which, in turn, have assigned their assets, even in the event of cessation, to achieving them and that have the status of entities benefiting from patronage for the purposes specified in articles 16 to 25 of Act 49/2002 which regulates the Taxation of non-Profit Institutions and Tax Incentives for patronage, or to public entities that are not foundations that pursue purposes of general interest.

The recipient or recipients of assets and relict rights will be freely chosen by the Board.