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.

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. Guillermo de la Dehesa Romero. External director (neither proprietary nor independent). He joined the committee in 2002.

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

Mr. Ignacio Benjumea Cabeza de Vaca. External director (neither proprietary nor independent). He joined the committee in 2015.

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

Chairman

Ms. Belén Romana García. External director (independent). She joined the committee in 2015 and chairs it since April 2016.

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.

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

Members

Mr. Guillermo de la Dehesa Romero. External director (neither proprietary nor independent). He joined the committee in 2014.

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

Members

Mr. Guillermo de la Dehesa Romero. External director (neither proprietary nor independent). He joined the committee in 2014.

Mr. Ignacio Benjumea Cabeza de Vaca. External director (neither proprietary nor independent). He joined the committee in 2015.

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.

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

Mr. Ignacio Benjumea Cabeza de Vaca. External director (neither proprietary nor independent). He joined the committee in 2015.

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

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 seven directors, five 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. Ignacio Benjumea Cabeza de Vaca. External director (neither proprietary nor independent). 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.

Mr. Guillermo de la Dehesa Romero. External director (neither proprietary nor independent). He joined the committee in 2015.

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 eight directors, seven of them are external directors, the majority being independent, 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. Ignacio Benjumea Cabeza de Vaca. External director (neither proprietary nor independent). He 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.