Board committees

Composition

The executive committee consists of six directors, including four external directors (two of whom are independent) and two executive directors.

Executive comittee
POSITION NAME CATEGORY APPOINTED ON
Chair Ana Botín Executive 11/12/1989 (1)
Members Hector Grisi Executive 01/01/2023
José Antonio Álvarez Other external  13/01/2015
Luis Isasi Other external 20/05/2020
Ramiro Mato Independent 28/11/2017
Belén Romana Independent 01/07/2018
Secretary Jaime Pérez Renovales

Functions

The executive committee is regulated in article 51 of the Bylaws and in article 16 of the Rules and Regulations of the Board of Directors. It has delegated all the powers of the board of directors, except those which may not be legally delegated or the ones that cannot be delegated under the provisions of the Bylaws or the Rules and Regulations of the Board.

Composition

The audit committee consists of six independent directors. All of them have been appointed by the board of directors taking into account their knowledge, qualifications and experience in the areas of finance, accounting, auditing, internal control, information technology, business or risk management.

Audit committee
POSITION NAME CATEGORY APPOINTED ON
Chair Pamela Walkden Independent 29/10/2019 (1)
Members Homaira Akbari Independent 26/06/2017
Henrique de Castro Independent 21/10/2019
Germán de la Fuente Independent 21/04/2022
Ramiro Mato Independent 28/11/2017
Belén Romana Independent 22/12/2015
Secretary Jaime Pérez Renovales

Functions

The functions of the audit committee are described in article 52 of the Bylaws and are developed in greater detail in article 17 of the Rules and Regulations of the Board of Directors.

Composition

The nomination committee consists of five independent directors. All of them have been appointed by the board of directors taking into account their’ knowledge, qualifications and experience in the areas for which the committee is responsible.

Nomination committee
POSITION NAME CATEGORY APPOINTED ON
Chair Bruce Carnegie-Brown Independent 12/02/2015 (1)
Members Sol Daurella Independent 23/02/2015
Gina Díez Barroso Independent 22/12/2021
Glenn Hutchins Independent 20/12/2022
Belén Romana Independent 01/01/2024
Secretary Jaime Pérez Renovales

Functions

The functions of the nomination committee are described in article 53 of the Bylaws and are developed in greater detail in article 18 of the Rules and Regulations of the Board of Directors.

Composition

The remuneration committee consists of five external directors, four of whom are independent, incluiding its chair. All of them have been appointed by the board of directors taking into account their’ knowledge, qualifications and experience in the areas for which the committee is responsible.

Remuneration committee
POSITION NAME CATEGORY APPOINTED ON
Chair Glenn Hutchins Independent 20/12/2022 (1)
Members Bruce Carnegie-Brown Independent 12/02/2015
Sol Daurella Independent 23/02/2015
Henrique de Castro Independent 29/10/2019
Luis Isasi Other external 19/05/2020
Secretary Jaime Pérez Renovales

Functions

The functions of the remuneration committee are described in article 54 of the Bylaws and are developed in greater detail in article 19 of the Rules and Regulations of the Board of Directors.

Composition

The risk supervision, regulation and compliance committee consists of five external directors, being independent four of its members, including its chair. All of them have been appointed by the board of directors taking into account their’ knowledge, qualifications and experience in the areas for which the committee is responsible.

Risk supervision, regulation and compliance committee
POSITION NAME CATEGORY APPOINTED ON
Chair Belén Romana Independent 28/10/2016 (1)
Members Germán de la Fuente Independent 01/01/2023
Luis Isasi Other external 19/05/2020
Ramiro Mato Independent 28/11/2017
Pamela Walkden Independent 01/05/2021
Secretary Jaime Pérez Renovales

Functions

The functions of the risk supervision, regulation and compliance committee are described in article 54 bis of the Bylaws and are developed in greater detail in article 20 of the Rules and Regulations of the Board of Directors.

Composition

The responsible banking, sustainability and culture committee consists of five independent directors. All of them have been appointed by the board of directors taking into account their knowledge, qualifications and experience in the areas for which the committee is responsible.

Responsible banking, sustainability and culture committee
POSITION NAME CATEGORY APPOINTED ON
Chair Ramiro Mato Independent 01/07/2018 (1)
Members Homaira Akbari Independent 01/07/2018
Sol Daurella Independent 01/07/2018
Gina Díez Barroso Independent 31/01/2023
Belén Romana Independent 01/07/2018
Secretary Jaime Pérez Renovales

Functions

The functions of the responsible banking, sustainability and culture committee are described in article 54 ter of the Bylaws and the characteristics in greater detail in article 21 of the Rules and Regulations of the Board of Directors.

Composition

The innovation and technology committee consists of seven directors, five of them are external directors, the majority being independent, and two are executive. All of them have been appointed by the board of directors taking into account their knowledge, qualifications and experience in the areas for which the committee is responsible.

Innovation and technology committee
POSITION NAME CATEGORY APPOINTED ON
Chair Ana Botín Executive 23/04/2007 (1)
Members Homaira Akbari Independent 27/09/2016
José Antonio Álvarez Other external 23/02/2015
Henrique de Castro Independent 23/07/2019
Hector Grisi Executive 01/01/2023
Glenn Hutchins Independent 20/12/2022
Belén Romana Independent 19/12/2017
Secretary Jaime Pérez Renovales

Functions

The functions of the innovation and technology committee are described in detail in article 22 of the Rules and Regulations of the Board of Directors.