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Information for shareholders and investors
Corporate governance and remuneration policy

Corporate Governance Presentation

By-laws

This page shows the By-laws in force.

It also shows the By-laws' amendments made in the last twelve months.

Annual report on corporate governance

The 2019 annual corporate governance report is included in the Corporate Governance chapter of the 2019 Annual Report on page 148 of the aforementioned Report.

Committees' reports

Committee reports for 2019 (the audit committee's report (which also contains the report on the auditor's independence and the report on related party transactions) appointments, remuneration (which also contains the specific report of the remuneration policy), Risk supervision, regulation and compliance, responsible banking, sustainability and culture and innovation and technology committees’ reports) which  are included in the Corporate Governance chapter of the 2019 Annual Report on page 190 of the aforementioned Report.

Annual report on directors' remuneration

The 2019 annual directors’ remuneration report is included in the Corporate Governance chapter of the 2019 Annual Report on sections 6 (except for 6.6), 9.4 and 9.5 (pages 214, 274 and 275) of the aforementioned Report.

Policy on Communication and Engagement with Shareholders and Investors

Rules and Regulations of the Board of Directors

The board of directors approved its first Rules and Regulations on 24 June 2002. After carrying out several amendments, the board approved the final amendment to these Rules and Regulations at its 26 February 2019 meeting.

Board of directors

The board of director’s balanced qualitative and quantitative composition (PDF 321 Kb) is essential for it to perform its duties with a unity of purpose and independent judgement, have proper representation and operate effectively. The board of directors, in exercising its powers of proposal to the general shareholders’ meeting and of co-option for filling vacancies, aims to ensure that, in its composition, external directors represent a broad majority over executive directors, and that, among these, the number of independent directors represents at least a third of all directors. The board of directors must ensure that the procedures for selection of members guarantee the individual and collective expertise of directors, encourage diversity in terms of gender, experience and knowledge, and do not carry any implicit bias that might entail any form of discrimination. In particular, the selection of female directors is to be supported. All directors should act with the common purpose of protecting the interest of the company.

For further information on the category of the Bank’s directors, please consult the Annual Corporate Governance Report. You may also access the public records of the Spanish National Securities Market Commission (or “CNMV’’) on the Bank’s shares held by directors as well as the options over these shares.

A brief professional and biographical profile of the directors is included below, with the date of their first appointment and, when appropriate, their subsequent reappointments.

Executive Chairman 

Ms Ana Botín-Sanz de Sautuola y O'Shea 

Vice Chairman and CEO

Mr José Antonio Álvarez Álvarez

Vice Chairman and Lead independent director

Mr Bruce Carnegie-Brown

Members

Ms Homaira Akbari

Mr Javier Botín-Sanz de Sautuola y O'Shea  

Mr Álvaro Antonio Cardoso de Souza

Ms Sol Daurella Comadrán

Mr Henrique de Castro

Mr Rodrigo Echenique Gordillo

Ms Esther Giménez-Salinas i Colomer

Mr Luis Isasi Fernández de Bobadilla

Mr Ramiro Mato García-Ansorena 

Mr Sergio Rial

Ms Belén Romana García

Mrs. Pamela Ann Walkden

General Secretary and Secretary of the Board 

Mr Jaime Pérez Renovales

Board committees

Composition

The executive committee consists of six directors, four of them are external directors, the majority being independent, and two are executive directors.

Chairman

Ms. Ana Botín-Sanz de Sautuola y O'Shea. Executive chairman. She joined the committee in 1989 and chairs it since 2014.

Members

Mr. Bruce Carnegie-Brown. External director (independent). He joined the committee in 2015.

Mr. José Antonio Álvarez Álvarez. Executive director. He joined the committee in 2015.

Mr. Luis Isasi Fernández de Bobadilla. External director (neither proprietary nor independent). He joined the committee in 2020.

Mr. Ramiro Mato García-Ansorena. External director (independent). He joined the committee in 2017.

Ms. Belén Romana García. External director (independent). She joined the committee in 2018.

Secretary

Mr. 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 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 of finance, accounting, auditing, internal control, information technology, business or risk management.

Chairman

Ms. Pamela Ann Walkden. External director (independent). She joined the committee in 2019 and chairs it since April 2020.

Members

Ms. Homaira Akbari. External director (independent). She joined the committee in 2017.

Mr. Henrique Castro. External director (independent). He joined the committee in 2019.

Mr. Ramiro Mato García-Ansorena. External director (independent). He joined the committee in 2017.

Ms. Pamela Ann Walkden. External director (independent). She joined the committee in 2019.

Ms. Belén Romana García. External director (independent). She joined the committee in 2015.

Secretary

Mr. 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 appointments committee consists of four external directors, its chairman and the majority of its members being independent. 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.

Chairman

Mr. Bruce Carnegie-Brown. External director (independent). He joined the committee and chairs it since 2015.

Members

Ms. Sol Daurella Comadrán. External director (independent). She joined the committee in 2015.

Mr. Rodrigo Echenique Gordillo. External director (neither proprietary nor independent). He joined the committee in 2019.

Ms. Esther Giménez-Salinas i Colomer. External director (independent). She joined the committee in 2019.

Secretary

Mr. Jaime Pérez Renovales

Functions

The functions of the appointments 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 four external directors, its chairman and the majority of its members being independent. 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.

Chairman

Mr. Bruce Carnegie-Brown. External director (independent). He joined the committee and chairs it since 2015.

Members

Ms. Sol Daurella Comadrán. External director (independent). She joined the committee in 2015.

Mr. Henrique de Castro. External director (independent). He joined the committee in 2019.

Mr. Luis Isasi Fernández de Bobadilla. External director (neither proprietary nor independent). He joined the committee in 2020.

Secretary

Mr. 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, its chairman and the majority of its members being independent. 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.

Chairman

Mr. Álvaro Antonio Cardoso de Souza. External director (independent). He joined the committee in 2018.

Members

Ms. Esther Giménez-Salinas i Colomer. External director (independent). She joined the committee in 2017.

Mr. Luis Isasi Fernández de Bobadilla. External director (neither proprietary nor independent). He joined the committee in 2020.

Mr. Ramiro Mato García-Ansorena. External director (independent). He joined the committee in 2017.

Ms. Belén Romana García. External director (independent). She joined the committee in 2016.

Secretary

Mr. 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 innovation and technology committee consists of six directors, four of them are external directors, the majority being independent, and two are executive 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.

Chairman

Ms. Ana Botín-Sanz de Sautuola y O'Shea. Executive chairman. She joined the committee in 2004 and chairs it since 2014.

Members

Ms. Homaira Akbari. External director (independent). She joined the committee in 2016.

Mr. José Antonio Álvarez Álvarez. Executive director. He joined the committee in 2015.

Mr. Bruce Carnegie-Brown. External director (independent). He joined the committee in 2015.

Mr. Henrique de Castro. External director (independent). He joined the committee in 2019.

Ms. Belén Romana García. External director (independent). She joined the committee in 2017.

Secretary

Mr. 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.

Composition

The responsible banking, sustainability and culture committee consists of seven directors, seven of them are independent directors, and one executive director. 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.

Chairman

Mr. Ramiro Mato García-Ansorena. External director (independent). He joined the Committee and the presidency since 2018.

Members

Ms. Ana Botín-Sanz de Sautuola and O'Shea. Executive chairman. She joined the committee in 2018.

Mrs. Homaira Akbari. External director (independent). She joined the committee in 2018.

Mr. Álvaro Antonio Cardoso de Souza. External director (independent). He joined the committee in 2018.

Ms. Sol Daurella Comadrán. External director (independent). She joined the committee in 2018.

Ms. Esther Giménez-Salinas i Colomer. External director (independent). She joined the committee in 2018.

Ms. Belén Romana García. External director (independent). She joined the committee in 2018.

Secretary

Mr. 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.

International advisory board

The purpose of Santander’s international advisory board is to provide strategic advice to the Group, with a strong focus on innovation, digital transformation, cybersecurity and new technologies. It will also deliver its insights regarding a broad variety of issues, such as capital market trends; corporate governance and talent; brand and reputation; regulatory matters and compliance; and global, customer-focused financial services. The international advisory board is expected to meet at least twice a year.

International advisory board composition:

Chairman:

Mr. Larry Summers (former Secretary of the U.S. Treasury and president emeritus of Harvard University)

Members:

Ms. Sheila C. Bair (former chairman of the Federal Deposit Insurance Corporation and former president of Washington College)

Mr. Mike Rhodin (Board member of TomTom, HzO and Syncsort. Former IBM senior Vice President)

Ms. Marjorie Scardino (former CEO of Pearson and director of Twitter)

Mr. Francisco D’Souza (CEO of Cognizant and director of General Electric)

Mr. James Whitehurst (CEO of Red Hat)

Mr. George Kurtz (CEO and co-founder of CrowdStrike)

Ms. Blythe Masters (former CEO of Digital Asset Holdings)

Ms. Nadia Schadlow (former deputy National Security Advisor for Strategy and Assistant to the President of the United States)

Secretary:

Mr. Jaime Pérez Renovales 

Rules and Regulations for the General Shareholders' Meeting

This page shows the text in force of the Rules and Regulations for the General Shareholders' Meeting amended in its articles 6 and 21, by the shareholders acting at the General Shareholders' Meeting held on 18 March 2016.

Right to information

For the purposes of the provisions of Article 7 of the Rules and Regulations for the General Shareholders’ Meeting regarding the shareholders’ right to receive information on occasion of the call to the meeting, the following rules will be applicable, together with the provisions of the Spanish Capital Corporations Law (Ley de Sociedades de Capital), the Bylaws and the Rules and Regulations for the General Shareholders’ Meeting and Board of Directors:

(i) Pursuant to the provisions of the Rules and Regulations for the General Shareholders’ Meeting, the requests admissible in the exercise of the shareholders’ right to receive information may be made by sending an e-mail to the address junta.accionistas@santander.com, in which case, in order to provide the system with adequate guarantees of authenticity and of identity of the shareholder exercising the right to receive information, such shareholder shall set forth in such e-mail his/her first name and surnames (or its corporate name), Tax Identification Number, and the number of shares held by such shareholder.

(ii) As provided in Section 539 of the Spanish Capital Corporations Law, and unless otherwise indicated by the shareholder, the requests exercising the right to receive information received at the aforementioned e-mail address may be dealt with by the Bank by means of an answer sent to the e-mail address of the shareholder-sender.

(iii) Likewise, pursuant to the provisions of the Rules and Regulations for the General Shareholders’ Meeting, the request may also be made by delivering or mailing the written request to the registered office of the Bank, although in this case the handwritten signature of the requesting party shall be sufficient.

All of the foregoing is without prejudice to the shareholders’ right to receive information during the meeting, which shall be governed by the provisions of the Spanish Capital Corporations Law, the Bylaws, the Rules and Regulations for the General Shareholders’ Meeting and Board of Directors and the notice of call to the meeting.

Codes of conduct

The guiding principle of Santander Group’s activity is the defence of its integrity and reputation, complying strictly with legislation and regulations and with the ethical standards applicable in the markets in which it operates.

Putting this commitment into practice requires the implementation of a strong corporate culture at all levels of the organisation, together with the establishment and continual updating of a whole set of policies, procedures, codes of conduct and internal controls.

Code of Conduct in Securities Markets


General Code of Conduct

The General Code of Conduct contains the ethical principles and standards of conduct that govern the behaviour of all Banco Santander employees and is the central pillar of the Group’s compliance programme.


Canal Abierto

Banco Santander has a channel through which employees may confidentially and anonymously report any behaviour that constitutes a breach of the General Code of Conduct or that is not aligned with the corporate ones of which they have become aware in the course of their professional functions.


Executive summary of the Santander Group's Corruption Prevention Policy

This page contains information on Santander Group’s anti-corruption policy:


Policy on conflicts of interest

This policy aims to provide Santander Group employees, directors and entities with guidelines for preventing and managing conflicts of interest that may arise as a result of their activities.