ScottishPower is part of the IBERDROLA group, which is committed to responsible business operations and growth. IBERDROLA operates a corporate governance framework that reflects international best practice, in particular the Unified Good Governance Code for Listed Companies.

Governance in 2010   

The following describes ScottishPower’s position in relation to governance within the IBERDROLA Group from January to December 2010.

The IBERDROLA Group’s Governance Model incorporates a “multi local” approach that combines corporate and local management of its subsidiaries. This can be viewed on the Group website:

http://www.iberdrola.es/webibd/corporativa/iberdrola?IDPAG=ENWEBACCPOLITICAS&codCache=13094497602347890

In the UK, responsibility for the day-to-day running of ScottishPower’s operations, during 2010, including compliance, risk management and control, lay with the ScottishPower Executive Team.

The ScottishPower Executive Team comprised: 

Frank Mitchell –  Director, EnergyNetworks
John Campbell –  Director, Energy Wholesale
Raymond Jack – Director, Energy Retail
Ramón Fernández Olmedo –  Director, Finance
Rupert Steele –  Director, Regulation
Sheila Duncan –  Human Resources Director
Marion Venman –  Head of Legal and General Secretary

The ScottishPower Board is the principal governance and decision-making body for ScottishPower's operations in the UK. Nick Horler resigned as CEO in October 2010. As an interim measure, this role is being fulfilled by Amparo Moraleda, Chief Operating Officer of IBERDROLA’s International Division.

Outside the reporting period, Keith Anderson, CEO of ScottishPower Renewables was appointed Chief Corporate Officer on 20^th July 2011.

IBERDROLA is a global organisation that understands the importance of local management in the 40-plus countries in which it operates.  Ensuring that the ScottishPower Board combines both global international business experience with a strong Scottish and UK core is fundamental to IBERDROLA’s aim of ensuring its activities are globally coordinated and implemented in the most appropriate way in the UK and Scotland.

The ScottishPower Board comprises the Chairman José Ignacio Sanchez Galán and nine other directors. Sr Galán is also the Chairman and Chief Executive of Iberdrola S.A.

The directors of Scottish Power Limited and their classifications are shown below:

* John Campbell resigned from the Board of Directors during 2010.

The ScottishPower Audit and Compliance Committee ("the Committee") is a permanent internal body, having an informative and consultative role, without executive functions, with powers of information, assessment and presentation of proposals to the Board of ScottishPower within its scope of action. The Committee is governed by the Memorandum and Articles of Association of Scottish Power Limited and by the Terms of Reference of the Committee. The Committee’s responsibilities include:

• Monitoring the financial reporting process for the group;
• Monitoring the effectiveness of the group’s internal control, internal audit and risk management systems
• Monitoring the statutory audit of the annual and consolidated accounts; and
• Reviewing the status of compliance with laws, regulations and internal procedures.

A risk and control governance framework is in place across ScottishPower. The risk management framework and internal control system is subject to continuous review and development. The company is committed to ensuring that a proper control environment is maintained.

At the end of 2010 IBERDROLA announced plans to reorganise the Group by global businesses. In addition, the creation of one corporate centre will provide services across the Group.

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Governance in 2011 

IBERDROLA plans to integrate its businesses in Spain, Portugal, the UK, Mexico and Continental Europe. This means that the liberalised businesses – Generation, Energy Management and Supply, will be managed as a single P & L account and investment portfolio. The integration is expected to be completed during 2011.

To facilitate the development of the global businesses, two new holdings companies, ScottishPower Generation Holdings Limited and ScottishPower Energy Networks Limited, have been created to lead the Group’s liberalised and regulated activities respectively in the UK.

The Board of Directors of ScottishPower Generation Holdings Limited is as follows:

Francisco Martínez Córcoles (Chair)

John Campbell (CEO)

Ángel Chiarri Toscano

Oscar Fortis Pita

Aitor Moso Raigoso

Félix Rojo Sevillano

Fernando Tallón Yáguez

Raymond Jack

Hugh Finlay

Heather Chalmers

Alistair Orr has been appointed as Company’s Secretary.

The Board of Directors of ScottishPower Energy Networks Limited comprises:

Javier Villalba Sánchez (Chair)

Frank Mitchell (CEO)

Antonio Espinosa de los Monteros Herrera

José Izaguirre Nazar

Nicola Connelly

Scott Mathieson

Suzanne Wilson has been appointed as Company’s Secretary.

In addition, during 2011 Juan Carlos Rebollo was appointed as a non-independent, non-executive director of ScottishPower’s main Board.

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Vision and Values 

ScottishPower is committed to the best corporate governance practices, to principles of business ethics, and to transparency across all of the company's areas of activity.

We demand responsible behaviour from all our employees, contractors and suppliers and we are committed to achieving sustainable growth through responsible actions, respect for the natural environment and upholding the principles of social justice.

We believe that doing business responsibly builds the trust of customers and other stakeholders, providing a competitive edge in the marketplace.

During 2010 we replaced our “Red Book” entitled, Compliance Behaviour and the Law, with a new, group wide Code of Ethics.

Our Vision

"We aspire to be the preferred Global Energy Company because of our commitment to the creation of value, people's quality of life and the protection of the environment."

Our Values

IBERDROLA's vision, which brings together the economic, social and environmental aspects of sustainability, is based on six values, representing the company’s commitments to the environment, society and its key stakeholders. These can be seen on the company website: www.iberdrola.es under Reputation and Sustainability.

1. Corporate Ethics and Responsibility

We are committed to the best corporate governance practices, to principles of business ethics, and to transparency in all of the company’s fields of endeavour. Responsible behaviour by everyone who is part of ScottishPower is an ever-present guideline for action and a distinctive feature of our company.  

2. Economic Results

ScottishPower is committed to achieving the growth and profitability objectives spelled out in IBERDROLA's Strategic Plan while respecting the environment and upholding the principles of social justice.

3. Respect for the Environment

We work to ensure that we demonstrate respect for our environment and be recognised as an environmentally responsible company.

4. Sense of Belonging & Trust

ScottishPower wants to inspire trust among our employees, our communities and all those who participate in and deal with the company.

5. Safety and Reliability

We aim to prevent any harm to people, property and the natural environment and deliver safe and reliable energy to our customers.

6. Customer Focus

We aim to achieve customer loyalty through competitiveness, choice and service.

These values are embedded in our day-to-day activities. We believe that responsible conduct in keeping with the vision and values described above is the best assurance of the Group's commitment to creating value for its shareholders and other stakeholders.

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Big Goals 

During 2010 the ScottishPower Executive Team led the development and implementation of a ‘Big Goals’ framework across the company, providing a structured approach to setting targets within each Value area.

A Big Goals Steering Committee was created, with senior managers representing each Goal. The model has been so well received that plans are underway to deploy a matching framework in the US.

Each of our businesses has set internal business targets, allied to the Big Goals.

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