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The shareholders gave the board or, by delegation, the executive committee the power to exclude pre-emptive rights, in full or in part, pursuant to the provisions of article of the Corporate Enterprises Act, although this power is limited to capital increases carried out under this authorisation up to 1,,, euros.
This authorisation had not been used as of the date of this document. The general meeting also authorised the directors to fully or partially disapply the pre-emptive subscription right, subject to the same limits as for the aforementioned authorised capital. The Bank s directors will be entitled to issue instruments under this power through to 27 March This authorisation had not been used as of the date of this document.
Moreover, the annual general meeting held on 18 March passed the following resolutions: 1. To effect a rights issue charged to reserves for the maximum amount of million euros at market value under the shareholder compensation scheme Santander Scrip Dividend , whereby the Bank has offered shareholders the possibility of receiving, on the date on which the second interim dividend for is typically paid, shares under a scrip issue for an amount equal to that dividend payment.
This capital increase was carried out on 4 November through the issuance of ,, new shares, each of a par value of 0. The Bank s directors will be entitled to exercise this power through to 18 March , whereupon any part thereof not exercised will be cancelled. As of the date of this document, a total of 11, million euros has been used under this authority.
To delegate to the board of directors, pursuant to the provisions of article a of the Companies Act, the broadest powers such that, within one year of the date on which the aforementioned shareholders meeting is held, it may set the date and the terms and conditions, as to all matters not provided for by the shareholders themselves, of an increase in capital agreed by the general meeting in the amount of million euros.
If the board does not exercise the powers delegated to it within the aforementioned period, these powers will be rendered null and void. This authorisation had not been used as of the date of this document Annual report Corporate governance report» 3. Banco Santander s board of directors 3. In she was appointed senior executive vice president. Between and she led the expansion of Santander in Latin America. In , she was appointed executive chairman of Banesto.
Between and she was chief executive officer of Santander UK. In she was appointed executive chairman of Santander. Membership of board committees Executive chairman , international chairman and innovation and technology chairman. Joined the board in Graduate in Economics and Business Administration.
MBA from the University of Chicago. Joined the Bank in and appointed senior executive vice president of the financial management and investor relations division in Group Chief Financial Officer. Other positions of note: board member of Banco Santander Brasil , S. He has also served as director of Santander Consumer Finance, S.
Membership of board committees Executive, international and innovation and technology. Other positions of note: currently the non-executive chairman of Moneysupermarket. He was formerly the non-executive chairman of Aon UK Ltd , founder and managing partner of the quoted private equity division of 3i Group Plc. Membership of board committees Executive, appointments chairman , remuneration chairman , risk supervision, regulation and compliance chairman and innovation and technology.
Joined the board in Graduate in Law and Government Attorney. He is currently a non-executive director of Inditex. Membership of board committees Executive, international and innovation and technology Annual report.
Joined the board in Graduate in Economics and Government Economist. Other positions of note: Minister of the Presidency between and , as well as technical general secretary of the Ministry of Economy, general secretary of the Ministry for European Community Relations and deputy secretary of state to the President.
He is also a non-executive director of Sanitas, S. Membership of board committees Executive and innovation and technology. Joined the board in Government Economist and head of office of the Bank of Spain on leave of absence. He is an international advisor to Goldman Sachs International.
Other positions of note: former secretary of state for Economy, Secretary General for Trade and chief executive officer of Banco Pastor, S. Membership of board committees Executive, appointments, remuneration, risk supervision, regulation and compliance, international and innovation and technology. Ms Akbari has also been president and chief executive of Sky Bitz, Inc. Membership of board committees Innovation and technology. He is vice chairman of the Financial Studies Foundation and a member of the board of trustees and the executive committee of the Banco Santander Foundation.
Other positions of note: senior executive vice president, general secretary and secretary to the board of Banco Santander, S. Membership of board committees Executive, appointments, remuneration, risk supervision, regulation and compliance, international and innovation and technology Annual report Born in in Barcelona, Spain. Born in in Mexico City, Mexico. Other positions of note: in addition to his work in the financial sector, he s collaborates with several nonprofit organisations.
Executive chairman of Olive Partners, S. She is also honorary counsel general of Iceland in Catalonia. Membership of board committees Appointments and remuneration. Industrial engineer. He is the chairman of the board of directors of Finaccess, S. He is currently nonexecutive director of Inmobiliaria Colonial, S.
Membership of board committees Audit, appointments and risk supervision, regulation and compliance. PhD in Law and psicologist. She also sits on the advisory board of Endesa- Catalunya. Other positions of note: she has been chancellor of Ramon Llull University, member of the General Council of the Judiciary, member of the standing committee of the Conference of Chancellors of Spanish Universities and executive vice president of the Centre for Legal Studies attached to the Department of Justice of the Government of Catalonia Generalitat de Catalunya.
Membership of board committees International and innovation and technology. The board is now more diverse in terms of nationality, knowledge, professional experience and gender following the arrival of Ms Homaira Akbari as a new board member, thus concluding a rigorous selection process that involved a careful assessment of the capacities of board members skills matrix and a precise identification of the profiles best suited to helping the Group meet its strategic objectives, in accordance with the principles set out in the Bank s director selection and succession policy.
This process has been organised and overseen by the appointments committee Annual report. Non-executive director of Aviva Plc. Other positions of note: formerly executive vice-president of Economic Policy and executive vice-president of the Treasury of the Ministry of Economy of the Spanish Government, as well as director of the Bank of Spain and the Spanish National Securities Market Commission. Membership of board committees Audit chairman and risk supervision, regulation and compliance.
Born in in Santander, Spain. Joined the board in PhD in Law. She is a professor at Universidad Complutense de Madrid. Membership of board committees Executive, audit, remuneration and risk supervision, regulation and compliance.
Born in in Madrid, Spain. Chairman of the Villar Mir Group. Born in in Valladolid, Spain. Membership of board committees Audit and risk supervision, regulation and compliance. Comisiones del consejo de las que es secretario Executive, audit, appointments, remuneration, risk supervision, regulation and compliance, international and innovation and technology Annual report Banco Santander s board of directors» Re-election of directors at the annual general shareholders meeting Pursuant to article 55 of the Bylaws and article 22 of the Rules and Regulations of the Board4, directors are appointed to three-year terms, such that one-third of the board is renewed each year.
Their professional profiles, together with a description of their work and activities, can be found in the preceding pages of this report and also on the Group s corporate website and in the motions to be laid before the general shareholders meeting of Each of the re-elections and ratifications will be submitted separately for voting at the general meeting in accordance with article Ms Homaira Akbari s appointment as independent director will also be put before the general meeting for its approval.
The Bylaws and the Rules and Regulations of the Board of Banco Santander are published on the Group s corporate website Composition and structure of the board of directors 1 Board of directors Committees Executive Non-executive 1. Executive committee 2. Audit committee 3. Appointments committee 4. Remuneration committee 5. Risk supervision, regulation and compliance committee 6. International committee 7. Figures at 31 December However, pursuant to the provisions of article 55 of the Bylaws, one-third of the board will be renewed each year, based on length of service and according to the date and order of the respective appointment.
Syndicated shares. See page Effective 13 January Annual report. With regard to those powers that cannot be delegated, the executive committee may make any appropriate decisions, whenever justified by reasons of urgency, provided that the board is subsequently informed at the first meeting held to ratify such decisions.
Both the Bylaws article 40 and the aforementioned Rules and Regulations of the Board of Directors article 5 establish the board s obligation to ensure that the Bank faithfully complies with applicable law, observes usage and good practices of the industries or countries where it does business and abides by the additional social responsibility principles that it has voluntarily accepted.
The board of directors and its standing committees shall exercise their powers and, in general, carry out their duties in accordance with the interests of the company, understood to be the attainment of a long-term sustainable and profitable business that furthers its continuity and maximises the value of the company.
In addition, the Bank s board takes a very active interest in the Group s risk function. Of its 15 members, 11 are members of at least one of the two board committees that deal with risk: the executive committee and the risk supervision, regulation and compliance committee. Three executive directors are also members of the executive risk committee, which is the body not mandated by the bylaws responsible for global risk management in the Group.
Effective 12 February Their appointment will be submitted for ratification at the general shareholders meeting scheduled for 6 or 7 April , on first or second call. Figures at 31 December The composition of the board of directors is balanced between executive and non-executive directors, most of whom are independent.
All members are distinguished by their professional ability, integrity and independence of opinion. Pursuant to article 6. Its proposal was submitted to the board, which approved it at the meeting held on 21 February Of the 15 members currently sitting on the board, four are executive and 11 are non-executive. Of the latter, eight are independent, one is proprietary and the other two, in the opinion of the board, are neither proprietary nor independent.
Proprietary non-executive directors According to article 6. This percentage was established by the Bank in accordance with its selfregulatory powers and is less than that deemed significant by law, although the Bank believes it is sufficiently important so as to enable the board to classify directors that hold or represent a shareholding equal to or greater than such percentage as proprietary directors.
This percentage exceeds the minimum threshold of one half of total directors set out in article 6. According to a study conducted by the European Commission with data from July , the percentage of female board members at large listed companies was Percentage of women on the board Other non-executive directors Mr Guillermo de la Dehesa Romero and Mr Ignacio Benjumea Cabeza de Vaca are non-executives directors that are neither proprietary nor independent.
Neither can be classified as a proprietary director as they do not hold nor represent shareholdings equal to or greater than that which qualifies as significant under the law and have not been designated as such on account of their status as shareholders. Likewise, neither can be considered an independent director since, in the case of Mr de la Dehesa, he has held the position of director for more than 12 years and, in the case of Mr Benjumea, since three years have not yet elapsed since his resignation as a member of the Group s senior management.
As regards gender diversity, both the appointments committee and the board of directors are aware of the importance of fostering equal opportunities between men and women and of the appropriateness of appointing to the board women who fulfil the requirements of ability, suitability and effective dedication to the position of director The table below shows the number and percentage of women on the board and on each of its committees.
Years of service of independent directors At the date of this document, the average length of service for independent non-executive directors serving as board member is just over three years. Banco Santander s board of directors» Balanced structure of corporate governance There is a clear separation of duties between those of the Group executive chairman, the chief executive officer, the board, and its committees, and various checks and balances that assure proper equilibrium in the Bank s corporate governance structure, including the following: The board and its committees oversee and control the activities of both the Group executive chairman and the chief executive officer.
The lead director chairs the appointments, the remuneration and the risk supervision, regulation and compliance committees. The lead director also oversees the periodic process of assessing the chairman and coordinates the succession plan. The audit committee is chaired by an independent director acting in her capacity as financial expert.
The powers delegated to the Group executive chairman and the chief executive officer exclude those that are exclusively reserved for the board itself. The Group executive chairman may not simultaneously hold the position of chief executive officer of the Bank.
The corporate Risk, Compliance and Internal Audit functions report to a committee or a member of the board of directors and have direct access thereto. Roles and responsibilities Group executive chairman The chairman of the board is the Bank s highest-ranking officer, responsible for managing the board and ensuring its effective operation article In accordance with her position as such, the Group executive chairman is responsible, among others, for the following duties: Ensure compliance with the Bylaws and that the resolutions of the general shareholders meeting and of the board of directors are faithfully executed.
Carry out a high-level inspection of the Bank and all its services. Meet with the chief executive officer and senior executive vice presidents to keep informed of the performance of the businesses. The board of directors has delegated to the Group executive chairman all its powers, except those that cannot be delegated by law, the Bylaws or the Rules and Regulations of the Board.
The process is regulated by article 24 of the Rules and Regulations of the Board, which also governs the succession plans for the Group s other directors and senior management. The board of directors has prepared a matrix of skills that it must possess, together with a succession plan aligned with those skills so as to ensure that when vacancies arise the incoming members reinforce and bolster those skills.
On the proposal of the appointments committee, the following were approved at board meetings held on 30 November and 24 January , respectively: i the Group s succession policy; and ii the board member selection and succession policy. If there are no vice chairmen, the remaining directors will replace the Group executive chairman in the order established by the board, whereby the lead director should be the first in this order if such director does not hold the position of vice chairman.
Chief executive officer The chief executive officer is entrusted with the day-to-day management of the business and the highest executive functions article The board of directors has delegated to the chief executive officer all its powers, except those that cannot be delegated by law, the Bylaws or the Rules and Regulations of the Board.
Corporate business and ordinary management support divisions and control functions all report to the chief executive officer, although they also have direct access to the board of directors. The country heads, who are the Group s first representatives in the countries in which the Group operates, also report to the chief executive officer. The Group strategic and corporate functions report to the Group executive chairman Annual report.
Pursuant to article 49 bis of the Bylaws and article 12 bis of the Rules and Regulations of the Board of Directors, the lead director will have special powers to: i request that a meeting of the board of directors be called or that new items be added to the agenda for a meeting of the board that has already been called; ii coordinate and organise meetings of the non-executive directors and voice their concerns; and iii direct the regular assessment of the chairman of the board of directors and coordinate the succession plan; iv contact investors and shareholders to obtain their points of view for the purpose of gathering information on their concerns, in particular, with regard to the Bank s corporate governance; and v substitute the chairman in the event of absence under the terms envisaged in the Rules and Regulations of the Board of Directors.
The appointment of the lead director has been made for an indefinite period of time and with the abstention of the executive directors, as provided in the Bylaws. The secretary of the board is the general secretary of the Bank, and also a-cts as secretary for all board committees. The Rules and Regulations of the Board article Directors may also propose the inclusion of items on the agenda. The Rules and Regulations of the Board provide that the board shall hold not less than nine annual ordinary meetings.
The board shall meet whenever the chairman so decides, acting on her own initiative or at the request of not less than three directors article Additionally, the lead director is especially authorised to request that a meeting of the board of directors be called or that new items be added to the agenda for a meeting that has already been called article When directors are unable to personally attend a meeting, they may grant any other director proxy, in writing and specifically for each meeting, to represent them for all purposes at such meeting.
Proxy is granted with instructions and non-executive directors may only be represented by another non-executive director. The board may meet in various rooms at the same time, provided that interactivity and communication among them in real time is ensured by audiovisual means or by telephone and the concurrent holding of the meeting is thereby ensured. Board meetings shall be validly convened when more than half of board members are present in person or by proxy.
Except in instances in which a greater majority is specifically required pursuant to legal provisions, the Bylaws or the Rules and Regulations of the Board, resolutions are adopted by absolute majority of the directors attending in person or by proxy. The chairman has the casting vote in the event of a tie. In the board was kept continuously and fully informed of the performance of the various business areas of the Group through Annual report Banco Santander s board of directors the management reports and risk reports submitted to it, among other things.
During the year, the board has also reported on the conclusions of the external and internal audits. Within the framework of the Bank s ongoing director training programme, ten sessions were held in with an average attendance of eight directors, who devoted approximately two hours to each session. Various issues were covered in depth at such meetings, including: multi-channel and digital transformation; corporate defence; non-financial risks: model risk and reputational risk; regulatory developments relating to capital; risk appetite in relation to compliance and conduct risk, and approval systems for the marketing and sale of products.
Likewise, the Rules and Regulations of the Board article Here, for example, Ms Homaira Akbari appointed to the board in attended a specific training programme for new board members, at which the following matters were addressed: General presentation of the Group and the regulatory context in which it operates. Thus, Bank directors will not be allowed to occupy, at the same time, more than: a one executive position and two non-executive positions, or b four non-executive positions.
For such purposes, positions held within the same group will be counted as a single position, while positions held at non-profit organisations or organisations not pursuing commercial ends will not be included. The European Central Bank may authorise a director to hold an additional nonexecutive position if it considers that it does not impede the proper performance of the director s duties at the Bank. Directors shall endeavour to ensure that absences from meetings of the board and of the committees to which they belong are reduced to cases of absolute necessity.
The appointments committee analyses directors dedication to their position on an annual basis, using information received regarding their other professional obligations and other available information to evaluate whether the directors are able to dedicate the necessary time and effort to complying with the duty of diligent management.
Dedication is also taken into account for re-election, since proposals by the appointments committee must contain an assessment of their work and of effective dedication to the position during the most recent period of time in which the proposed director has performed his or her duties. Liquidity and balance sheet management. Budget and financial statements. The Group s main regions and businesses.
Corporate governance and internal governance. Sustainability, communication and the Santander brand. It takes decisions by consensus and has a long-term vision. Debate of the issues and effective challenge by external directors. Self-assessment by the board Pursuant to article An assessment must also be conducted by an independent advisor once every three years, the last one having been completed in Specific measures or practices adopted as a product of the board s assessment in included the following: Meetings to be held yearly to analyse matters of strategic interest to the Group.
Information to be sent to board members on all opinions and reports issued by financial analysts and institutional investors in relation to the Bank. Board composition to be adjusted by incorporating new independent directors with a more international profile, while strengthening diversity and increasing board expertise in digital strategy. More preparatory meetings to be held in the lead-up to actual board members so as to improve relations between board members and encourage interaction between board members and company executives.
Board to become involved in managing talent by setting up talent committees tasked with assessment processes and succession plans and reporting to the appointments committee and the board. In accordance with article The assessment is based on the information collected from board members via a questionnaire, as part of a confidential and anonymous process that also included personal interviews between the directors and the chairman of the appointments committee.
All non-executive directors were involved in the process of assessing the lead director. In turn, the lead director oversaw the process of assessing the chairman. The assessment process focused on the following aspects: In relation to the board as a whole: structure; organisation and functioning; internal culture and arrangements planning of meetings, director support and training ; knowledge and diversity; and performance of the supervisory function.
The process also addressed a number of other issues relating to strategy, such as where their priorities should lie and what their challenges should be for , plus other matters of interest. In relation to commissions: composition; functioning; board support and reporting; committee content; and their main challenges and priorities for In relation to the lead director: performance of his or her functions; leadership; relations with institutional investors; dedication; and performance of the role.
The results of the assessment process for the board and its committees revealed the following: high levels of commitment and dedication from all board and committee members; effective functioning of all committees; high quality debate and discussions on the board and sufficient time dedicated to board business; sound annual planning of board meetings and sufficient quality of the documents delivered at board meetings; annual strategic meeting deemed to be useful. It also confirmed a clear and proper segmentation of responsibilities and functions between the chairman and chief executive officer, and a steady increase in the work of the lead director in supporting nonexecutive directors by scheduling periodic meetings with them to assess the activities and functioning of the board.
The report containing the conclusions and results of the assessment process for the board and its committees in was presented at the board meeting held on 24 January In view of these findings and the results of the business reports of the various committees in , the board approved an action plan that envisages improvements in the following areas, among others: Increase the time dedicated to digital transformation and technology, human resources, succession and talent, strategic, cyber-security, competitor landscape and innovation.
Strengthen coordination among committees of the Group entities, especially regarding the audit, appointments and risk supervision, regulation and compliance committees. Monitoring and updating verified and robust succession plans for the board of directors, its committees and the senior management Annual report Banco Santander s board of directors» Appointment, re-election and ratification of directors Proposals for appointment, re-election and ratification of directors, regardless of the status thereof, that the board of directors submits to shareholders for consideration at the general shareholders meeting and the appointment decisions adopted by the board itself, by virtue of the legal powers of co-option, must, following the relevant selection process, be preceded by the corresponding report and proposal of the appointments committee.
Although the proposals of such committee are not binding, the Rules and Regulations of the Board provide that if the board does not follow them, it must give reasons for its decision. Currently, all directors have been appointed or re-elected at the proposal of the appointments committee. The remuneration of directors acting as such, whether they are executive or not, is made up of fixed annual allotments and attendance fees, as set forth in the Bylaws, which are determined by the board of directors within the maximum amount approved by the shareholders at the general meeting based on the positions held by each director on the board, their membership on and attendance at the various committees and any other objective circumstances that the board may take into account.
Accordingly, the board of directors, at the proposal of the remuneration committee, is responsible for establishing director remuneration for carrying out executive functions, taking into account for such purpose the director remuneration policy approved by the shareholders at the general meeting. The shareholders at the general meeting also approved those remuneration plans that entail the delivery of shares of the Bank or options thereon or that entail remuneration tied to the value of the shares.
Remuneration of the board in Bylaw-stipulated allotments earned by the board amounted to 4. Full details regarding director remuneration and the policy for can be found in the report of the remuneration committee, which forms part of the corporate documentation of Banco Santander. The chart below shows the evolution of total remuneration of directors with executive duties against the total return for shareholders pay for performance.
Anticipation of and adjustment to the regulatory framework At the proposal of the remuneration committee, the board of directors promotes and encourages a remuneration system that fosters rigorous risk management, and implements ongoing monitoring of the recommendations issued by the main Spanish and international bodies with authority in this field. Director remuneration policy and annual report on director remuneration As provided in article of the Spanish Companies Act and in the Bylaws article The report is available to shareholders with the call notice for the annual general shareholders meeting and is submitted to a consultative vote.
The director remuneration policy for , and was also submitted for approval, on a binding basis, by shareholders at the annual general shareholders meeting held on 18 March , in accordance with article novodecies of the Spanish Companies Act. Lastly, the annual report on director remuneration will be laid before the annual general shareholders meeting to be held on 6 or 7 April on first or second call, respectively for an advisory vote by shareholders as a separate item on the agenda.
Meanwhile, the director remuneration policy for , and will be laid before that same meeting for a binding and final vote by shareholders. Transparency Pursuant to the Bylaws article The report also sets forth, on an individual basis for each item, the remuneration for the executive duties entrusted to the executive directors of the Bank.
All such information is contained in note 5 to the Group s annual accounts. The Rules and Regulations expressly include the duties of diligent management and loyalty and the duty to refrain from taking any action should the director come into the possession of inside or privileged information.
The duty of diligent management includes the directors duty to adequately inform themselves of the Bank s business and to dedicate the time and effort needed to effectively carry out their duties, and also to adopt the measures needed to ensure the sound management and control of the Bank. The main new developments with regard to the previous policy are as follows: Simplification: a new streamlined structure for variable and long-term annual remuneration. Alignment with the objectives announced at Investor day held in September ; a new set of objectives linked to variable remuneration which includes the four categories on which the Bank s strategy is based: employees, customers, shareholders and society.
Closer alignment with shareholder interests by setting a mandatory requirement for senior executives to invest in shares and increasing the weighting of remuneration pegged to long-term targets, specifically earnings per share, total shareholder return, capital targets and profitability : changes to the remuneration policy of executive directors A number of changes to the remuneration policy of executive directors will be laid before shareholders for their approval at the general meeting to be held on 6 or 7 April, on first or second call, respectively.
These changes are intended to: Streamlining the system of metrics and indicators so that only most relevant remain in the policy. In relation to individual remuneration, increasing the weighting of corporate behaviours that reflect the Simple, Personal and Fair culture of the Santander Group Annual report. These transactions will require board authorisation, based on a favourable report from the audit committee, except for those cases where by law approval is required by the shareholders at the general shareholders meeting.
All affected directors, those representing shareholders affected or who are related parties must abstain from the deliberation and voting on the resolution in question. Such transactions will be evaluated from the point of view of equality of treatment and of market conditions, and will be included in the annual corporate governance report and in the periodic public information under the terms envisaged in applicable regulations. By way of exception, when advisable for reasons of urgency, related transactions may be authorised by the executive committee and subsequently ratified by the board.
The audit committee has verified that all transactions completed with related parties during the year were fully compliant with the Rules and Regulations of the Board and did not require approval from the governing bodies; otherwise, approval was duly obtained following a positive report issued by the committee, once the agreed consideration and other terms and conditions were found to be within market parameters. Control mechanisms As provided in the Rules and Regulations of the Board article 30 , directors must inform the board of any direct or indirect conflict of interest between their own interests, or those of their related parties, and those of the Bank.
If the conflict relates to a transaction, the director may not carry it out without the approval of the board, following a report from the audit committee. The director involved must abstain from participating in the discussion and voting on the transaction to which the conflict refers, the body in charge of resolving any disputes being the board of directors itself. In , there were 95 occasions in which directors abstained from participating in discussions and voting on matters at the meetings of the board of directors or of its committees.
The breakdown of the 95 cases is as follows: on 28 occasions the abstention was due to proposals to appoint, re-elect or withdraw directors, and to appoint members of board committees or other committees at Group or related companies; on 51 occasions the matter under consideration related to remuneration or granting loans or credits; on nine occasions the matter concerned the discussion of financing or investment proposals or other risk transactions in favour of companies related to any director; on five occasions the abstention concerned the annual verification of the status of directors carried out by the appointments committee, pursuant to article 6.
The board also has other committees with powers of supervision, information, advice and proposal the audit, appointments, remuneration, risk supervision, regulation and compliance, international, and innovation and technology committees. The committees of the board hold their meetings in accordance with an annual calendar and there is a suggested agenda of annual matters to be discussed for committees with supervisory powers. The board is tasked with promoting and encouraging communication between the various committees, especially between the risk supervision, regulation and compliance committee and the audit committee, and also between the former and the remuneration committee.
At the annual general shareholders meeting of 18 March , a proposal was put forward to amend articles 53, 54, Executive committee The executive committee is key to ensuring the proper functioning of the Bank s corporate governance, and that of its Group. It exercises by delegation all the powers of the board except those which cannot be delegated pursuant to the law, the Bylaws or the Rules and Regulations of the Board.
It reports to the board on the principal matters dealt with and resolutions adopted and provides directors with a copy of the minutes of its meetings. It generally meets once a week and in it held 52 meetings. There are currently eight directors sitting on the committee, four of whom are executive and the other four are non-executive, two of which are independent.
Its duties, composition and functioning are established in the Bylaws article 51 and in the Rules and Regulations of the Board article 14 Annual report Banco Santander s board of directors Audit committee The audit committee, among other functions, reviews the Group s financial information and its internal control systems, serves as a communication channel between the board and the external auditor, ensuring the independent exercise of the latter s duty, and supervises work regarding the Internal Audit function.
It typically meets on a monthly basis and met 10 times in As provided in the Bylaws article 53 and the Rules and Regulations of the Board article 16 , the committee must comprise nonexecutive directors, the majority of whom must be independent, including the chairman. The committee currently comprises four independent non-executive directors. Lastly, and so as to ensure that the audit committee exercises its decision-making powers properly when commissioning the external auditor to provide non-audit services, it was agreed at the audit committee meeting held on 20 April to approve the policy for approving non-audit services provided by the external auditor.
In line with the latest national and international practices, this policy contains the proper procedure for approving non-audit services provided by the Group s financial auditor, as well as the system governing the maximum fees payables. The committee must endorse any decision to arrange non-audit services insofar as not prohibited by applicable regulations, having first properly assessed any threats to the auditor s independence and the safeguard measures applied in accordance with said regulations.
Appointments committee The appointments committee, among other duties, proposes appointments of members of the board, including executive directors, and those of the other members of senior management and the Group s key personnel. The committee met on 10 occasions in The Bylaws article 54 and the Rules and Regulations of the Board article 17 state that this committee is also to be made up exclusively of non-executive directors and that its chairman and the majority of its members must be independent directors.
The committee currently comprises five non-executive directors, five of whom are independent. Remuneration committee Among other duties, the remuneration committee proposes the director remuneration policy to the board, drawing up the corresponding report, and proposes the remuneration of board members, including executive directors. It also proposes the remuneration of other members of senior management and draws up their remuneration policy.
The committee met on nine occasions in The Bylaws article 54 bis and the Rules and Regulations of the Board arti-cle 17 bis state that the remuneration committee is also to be made up exclusively of non-executive directors and that its chairman and the majority of its members must be independent. The committee currently comprises five non-executive directors, three of whom are independent.
Risk supervision, regulation and compliance committee The risk supervision, regulation and compliance committee, among other duties, supports and advises the board on the definition and assessment of the risk strategy and policies and on its relationship with authorities and regulators in the various countries in which the Group has a presence, assists the board with its capital and liquidity strategy, and monitors compliance with the General Code of Conduct and, in general, with the Bank s governance rules and compliance and criminal risk prevention programmes.
Matters such as sustainability, communication and relations with the Bank s stakeholders, as well as matters regarding corporate governance and regulation, are also discussed at committee meetings. The committee met on 12 occasions in As provided in the Bylaws article 54 ter and the Rules and Regulations of the Board article 17 ter , the committee must be made up of non-executive directors, the majority of whom must be independent, including the chairman.
The committee currently comprises seven non-executive directors, five of whom are independent. This committee comprises six directors, of whom three are executive and three are non-executive, one of which is independent Annual report. The international advisory board s objective is to provide strategic advice to the Group, with a special focus on innovation, digital transformation, cybersecurity and new technologies.
It also provides its views on trends in capital markets, corporate governance, brand and reputation, regulation and compliance, and global financial services with a customer-based approach. The board is expected to meet two times per year. The committee met on three occasions in This committee comprises nine directors, of whom four are executive and five are non-executive. Three of these five non-executive directors are independent. Additionally, all board members who are not also members of the executive committee may attend its meetings, whatever the chairman s reason is for calling such meeting.
In , directors with no seat on the executive committee attended an average of First meeting of the international advisory board held on 26 April in Boston US. Chairman Mr Larry Summers Former US Treasury Secretary and President Emeritus of Harvard University Members The audit, appointments, remuneration and risk supervision, regulation and compliance committees have prepared reports on their activities in The remuneration committee s report also includes the director remuneration policy.
The average attendance rate at board meetings in was No meetings held in Director since 27 September Withdrawal from position of director effective 27 September Innovation and technology International a The Bank continues to increase the role played by board committees by broadening their functions and arranging joint meetings to address matters that fall within the remit of more than one such committee. Improvements were made to the functioning of the board and its committees.
These include the use of devices and technological tools in order to make the documents relating to each item on the agenda available to board members, thereby enhancing their knowledge and awareness of the matters to be addressed, the ensuing discussions, and their ability to challenge any proposals or motions made by the directors Annual report Corporate governance report» 4.
Group structure and governance framework 4. Group structure and governance framework The structure of the Santander Group is one of a model of subsidiaries whose parent is Banco Santander, S. The Santander Group s subsidiaries model has the following features: The governing bodies of each subsidiary shall see to it that their company is managed rigorously and prudently, while ensuring their economic solvency and upholding the interests of their shareholders and other stakeholders.
Management of the subsidiaries is a local affair carried out by local management teams who provide immense knowledge and experience in relation to local customers and markets, while also benefiting from the synergies and advantages of belonging to the Santander Group. The subsidiaries are subject to the regulation and supervision of their respective local authorities, without prejudice to the global supervision of the Group by the European Central Bank.
Customer funds are secured by virtue of the deposit guarantee funds in place in the relevant country. Subsidiaries finance themselves autonomously when it comes to both capital and liquidity. The Group s capital and liquidity positions are coordinated by the corporate committees. Intragroup exposure is limited and transparent and any such transactions are invariably arranged under arm s length conditions.
Moreover, the Group has listed subsidiaries in certain countries, in which it always retains a controlling stake. The subsidiaries autonomy limits the contagion risk between the Group s different units, which reduces systemic risk. Each subsidiary has its own resolution plan. The corporate centre adds value to the Group by: Making the Group s governance more robust, through policies, models and control frameworks that allow the Group to implement corporate criteria and ensure effective supervision over the Group.
Making the Group s units more efficient by unlocking cost management synergies, economies of scale and achieving a common brand. Sharing the best commercial practices, focusing on global connectivity, launching global commercial initiatives and fostering digitalisation. It also explains how Group officers and their counterparts at the subsidiaries should liaise and interact.
Senior executive. Second-ranking executive. The Group is convinced of the need to establish an organisational structure that includes a proper and clear separation of functions, with well-defined responsibilities that are both transparent and consistent so as to ensure the healthy and prudent management of the Group and all its companies. The Group relies on a risk management and control model based on three lines of defence: the first is located at the different business and support functions; the second is exercised by the Risks and Compliance functions; while the third is wielded by Internal Audit.
There is a sufficient degree of segregation between the risk control function, the compliance function and the internal audit function, and also between them and other functions which control or supervise them. The risks control function, the compliance function and the internal audit function are headed by the following group chief executives, each of whom has independent and direct access to the directors and committees for the purpose of reporting on their verification and inspection work.
Furthermore, and given the Group s structure, a further two functions are considered relevant at Group level, entrusted with financial control functions. The Group s involvement in certain of the subsidiaries important decisions, as well as the subsidiaries involvement in the Group s decision-making processes. The aforementioned governance model and corporate frameworks effectively comprise the internal governance framework and have been approved by the board of directors of Banco Santander, S.
Shareholder rights and the general shareholders meeting» Governance of the risk function In , the board of directors approved a new risk governance model based on the following principles: Separate decision-making functions from control functions; Strengthen the responsibility of the first line of defence in decision-making; Ensure that all decisions concerning risk follow a formal approval process.
Ensure there is an overall vision of all types of risks, including those outside the scope of control of the risk function. Strengthen the role of risk control committees, affording them additional powers. To simplify the committee structure. There are currently two internal risk committees not specifically envisaged in the Bylaws: the executive risks committee, tasked with global risk management functions and comprising three executive members; and the risk control committee, which is charged with the global risk supervision and control.
This organisational model is compliant with best risk governance practices. The Bank s risk supervision, regulation and compliance committee was set up in June with general powers to support and advise the board of directors on risk supervision and control, on determining the Group s risk policies, on relations with supervisory authorities, on regulation and compliance, corporate social responsibility and corporate governance.
This committee held 12 meetings in , the estimated time devoted by each member of the committee to preparing and taking part in those meetings was approximately 10 hours per meeting. The executive committee held 52 meetings in and devoted a very significant amount of its time to discussions on the Group s risks. The audit committee met 10 times in , the estimated time devoted by each member of the committee to preparing and taking part in those meetings was approximately 10 hours per meeting, it received the report of the head of internal audit and discussed matters relating to conduct risk and the financial reporting process Annual report.
Shareholder rights and the general shareholders meeting» One share, one vote, one dividend. No defensive mechanisms in the Bylaws The Bank does not have any defensive mechanisms in the Bylaws, fully conforming to the principle of one share, one vote, one dividend.
The Bylaws of Banco Santander provide for only one class of shares common shares , granting all holders thereof the same rights. There are no non-voting or multiple-voting shares, or shares giving preferential treatment in the distribution of dividends, or shares that limit the number of votes that can be cast by a single shareholder, or quorum requirements or qualified majorities other than those established by law.
Any individual is eligible for a director position, subject, exclusively, to the limitations established by law. The forum, which the Bank has set up on the corporate website allows shareholders to post supplementary proposals to the agenda announced in the call notice, along with requests for support for those proposals, initiatives aimed at reaching the percentage required to exercise any of the minority shareholder rights provided for at law, as well as offers or requests to act as a voluntary proxy.
Furthermore, remote attendance at the shareholders meetings has been made possible and shareholders are now able to exercise their information and voting rights in real time. Quorum at annual general shareholders meetings Corporate governance report» 5.
Grupo Santander management team» Annual general shareholders meeting held on 18 March Information on the call notice, establishment of a quorum, attendance, proxy-granting and voting A total of , shareholders attended in person or by proxy, with 8,,, shares. The following data are expressed as percentages of the Bank s share capital at the date of the annual general shareholders meeting: Physically present 0. Of this percentage 0. The percentage of share capital that granted proxies through the Internet was 1.
Of this percentage In addition, Shareholder Relations maintained direct contact with the Bank s main shareholders during the year to offer them information on Group policies relating to sustainability and governance. During the event, the senior management reviewed the objectives presented at the Investor Day in relation to both the Group and its main business units.
Over delegates took part in the various Group Strategy Update events, including the Group s main analysts and investors. In line with CNMV recommendations, announcements of meetings to be held with analysts and investors and the documentation to be used at those meetings are published sufficiently in advance.
This policy is published on the Group s corporate website The policy contains the general principles governing communication and contact between the Bank and its shareholders, institutional investors and proxy advisors. It also explains the main channels and procedures in a bid to improve the Bank s existing relations with those stakeholders. In accordance with the principles of transparency, equal treatment and protection of shareholder interests and within the framework of the new Simple, Personal and Fair culture, the Bank makes available to its shareholders and investors the information and communication channels set out in the Shareholder section of this annual report.
Those appointments are subject, where appropiate, to clearance of supervisor. To whom the Group Chief Risk Officer reports. This appointment is subject authorisation and other formalities Annual report Corporate governance report» 6. Transparency and independence» Remuneration Information on the remuneration of senior executive vice presidents is provided in note 5 to the Group s annual accounts. Transparency and independence Santander has been included in the DJSI and FTSE4Good indices since and , respectively, and its corporate governance model is recognised by socially responsible investment indices.
To such end, this information is reviewed by the audit committee prior to being released. Other relevant information Pursuant to the provisions of the Code of Conduct in Securities Markets, the Compliance area is responsible for informing the CNMV of the relevant information generated in the Group.
Such communication is simultaneous to the release of relevant information to the market or to the media and occurs as soon as the decision in question is made or the resolution in question has been signed or carried out. Relevant information shall be disseminated in a true, clear, complete and equitable fashion and on a timely basis and, whenever practicable, such information shall be quantified.
In , the Bank published 57 significant events, which are available on the Group s corporate website and from the website of the CNMV Relationship with the auditor Independence of the auditor In line with good corporate governance recommendations regarding the rotation of the external auditor, the annual general shareholders meeting held on 18 March agreed to designate PricewaterhouseCoopers Auditores, S.
In addition, the Rules and Regulations of the Board imposes certain restrictions when arranging non-audit services with the audit firm insofar these could jeopardise the independence of the auditor. In this regard, the audit committee must approve such services.
They also require the board to make public the overall fees paid by the Bank to the auditor for non-audit services. The information for is contained in note 48 to the Group s annual accounts. The Rules and Regulations of the Board set out the mechanisms used to prepare the accounts so as to ensure that an unqualified audit report is eventually issued. Nevertheless, the Bylaws and the Rules and Regulations also provide that, whenever the board believes that its opinion must prevail, it shall provide an explanation, through the chairman of the audit committee, of the content and scope of the discrepancy and shall endeavour to ensure that the auditor issue a report in this regard.
The financial statements of the Bank and of the consolidated Group for are submitted without qualifications. At its meeting of 15 February , the audit committee received written confirmation from the external auditor of its independence in respect of the Bank and the entities directly or indirectly related thereto, as well as information regarding additional services of any kind provided to such entities by the auditors or by entities related thereto, in accordance with that provided in legislation governing financial audits.
The zloty, Central Europe's most liquid currency, also outperformed regional peers, rising 0. Regional currencies have firmed in the year's first sessions, even though Polish data released on Wednesday showed a bigger-than-expected decline in annual inflation in December to two percent, discouraging expectations of Polish central bank interest rate hikes late this year. The weakness of the dollar, however, has fuelled market appetite for the region's currencies, even the forint of Hungary where the central bank has continued to stimulate the economy with unconventional tools.
It is due to launch its new long-term interest rate swaps for banks on Jan. Forint interest rate swaps in the market consolidated on Thursday after basis point decline in 5- to year tenors on Wednesday. BELEX1
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