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.

POSITION NAME CATEGORY APPOINTED ON
Chairman Ana Botín Executive 11/12/1989(1)
Members José Antonio Álvarez Executive 13/01/2015
Bruce Carnegie-Brown Independent 12/02/2015
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 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.

POSITION NAME CATEGORY APPOINTED ON
Chairman Pamela Walkden Independent 29/10/2019(1)
Members Homaira Akbari Independent 26/06/2017
Henrique de Castro Independent 21/10/2019
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 three 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
Chairman Bruce Carnegie-Brown Independent 12/02/2015(1)
Members R. Martín Chávez Independent 22/12/2020
Sol Daurella Independent 23/02/2015
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 chairman. 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
Chairman Bruce Carnegie-Brown Independent 12/02/2015(1)
Members R. Martín Chávez Independent 27/10/2020
Sol Daurella Independent 23/02/2015
Henrique de Castro Independent 29/10/2019
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 chairman. 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
Chairman Belén Romana Independent 28/10/2016(1)
Members
R. Martín Chávez Independent 27/10/2020
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
Chairman Ramiro Mato Independent 01/07/2018(1)
Members Homaira Akbari Independent 01/07/2018
Álvaro Cardoso Independent 24/07/2018
Sol Daurella Independent 01/07/2018
Belen 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 seven directors, five are 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
Chairman R. Martín Chávez Independent 27/10/2020(1)
Members Ana Botín Executive 23/04/2007
Homaira Akbari Independent 27/09/2016
José Antonio Álvarez Executive 23/02/2015
Bruce Carnegie-Brown Independent 23/02/2015
Henrique de Castro Independent 23/07/2019
Belén Romana Independent 19/12/2017
Secretary Jaime Pérez Renovales
1. Committee chair since 22 December 2020.

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.