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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.

Annual report on corporate governance

The 2022 annual corporate governance report is included in the Corporate Governance chapter of the 2022 Annual Report on page 157 of the aforementioned Report.

Committees' reports

Committee reports for 2022 (the audit committee's report (which also contains the report on the auditor's independence and the report on related party transactions) nomination, 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 2022 Annual Report on page 202 of the aforementioned Report.

Policy on Communication and Engagement with Shareholders and Investors

Rules and Regulations of the Board of Directors

Below you can find the direct access link to the Rules and Regulation of the Board of Directors in force, as last amended by the board on 24 February 2022. 

Board of directors

The composition of the board of directors is shown below. If you would like to know the professional profile of the directors, please click on each of them.

Group executive chair

Chief executive officer

Vice chair and lead independent director

Vice chair

Non-executive director (independent)

Non-executive director (independent)

Non-executive director (independent)

Non-executive director (independent)

Non-executive director (independent)

Non-executive director (independent)

Non-executive director (independent)

Non-executive director (independent)

Non-executive director

Non-executive director (independent)

Non-executive director

General secretary and secretary of the board

Please refer to the following table to consult the composition of the board, indicating the dates of the first appointment and subsequent re-election of directors, as well as the composition of the board committees.

The board of directors aims to ensure that the external directors represent a broad majority over executive directors (currently 86.67% - 13.33%), and that, among these, the number of independent directors represents at least a third of all directors (currently 66.67%).

Likewise, the board of directors shall ensure that the procedures for selection of members guarantee the individual and collective expertise of directors, encourage diversity in terms of gender, age, geographical origin, experience and knowledge, and do not carry any implicit bias that could lead to any form of discrimination on grounds such as disability, race or ethnic origin. The board currently has a balanced presence of both genders (40% - 60%).

The Annual Corporate Governance Report provides more detailed information on the skills and competences of each director, the board skills and diversity matrix, as well as its commissions.

Following this link you may consult the Bank’s shares and options over these shares held by directors, as well as the shares represented.

Board committees

Composition

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

POSITION NAME CATEGORY APPOINTED ON
Chair Ana Botín Executive 11/12/1989(1)
Members Hector Grisi Executive 01/01/2023
Bruce Carnegie-Brown Independent 12/02/2015
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
1. Committee chair since 10 September 2014.

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.

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
1. Committee chair since 26 April 2020.

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 four 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.

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
Secretary Jaime Pérez Renovales
1. Committee chair since 12 February 2015.

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, 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.

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

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.

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
1. Committee chair since 1 April 2021.

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.

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
1. Committee chair since 1 July 2018.

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 eight directors, six 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.

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
Bruce Carnegie-Brown Independent 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
1. Committee chair since 19 April 2022.

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.

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. In this way, the Group benefits and receives structured and recurrent insights from international leaders who, due to other professional commitments, are not able to provide such support as members of the board. The international advisory board is expected to meet at least twice a year.

International advisory board composition

POSITION NAME BACKGROUND
Chair
 Larry Summers Former Secretary of the US Treasury and President Emeritus and Charles W. Eliot University Professor of Harvard University
Members Sheila C. Bair Former chair of the Federal Deposit Insurance Corporation and former President of Washington College
Mike Rhodin Supervisory board member of TomTom and director of HzO. Former IBM Watson senior vice president
Francisco D’Souza Managing Partner and co-founder at Recognize
James Whitehurst Senior Advisor at IBM and former Chief Executive Officer of Red Hat 
George Kurtz CEO and co-founder of CrowdStrike. Former Chief Technology Officer of McAfee
Nadia Schadlow Former Deputy National Security Advisor for Strategy and former Assistant to the President of the United States
Andreas Dombret Former board member of Deutsche Bundesbank, Supervisory Board of the ECB former vice chair of Bank of America in Europe and former director of Bank for International Settlements
Secretary Jaime Pérez Renovales

Rules and Regulations for the General Shareholders' Meeting

You can access the Rules of Regulations for the General Meeting through the following link. Last amendment approved at the General Shareholders’ Meeting held on 1 April 2022.

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.


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.


Canal Abierto

Banco Santander has a channel for anyone related to its group to report irregular financial and accounting practices or violations of its General Code of Conduct, corporate behaviour and Internal Governance system anonymously and confidentially.


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.


Financing of Political Parties Policy

Santander is governed by principles of transparency, honesty and political neutrality in its interactions with political parties and other entities exposed to public and social causes that are also political in nature.

The Financing of Political Parties Policy sets out the conduct standards and limitations that must be observed by Santander in its interactions with political parties, in line with the above principles.

Code of Conduct in Securities Markets

Code of Conduct for Research Activity

The Code of Conduct for Research Activity defines the criteria for the preparation and publication of Research Products by Banco Santander and the behavior of Research Analysts in the exercise of their professional activity.