Name and surname | Post | Nature | Date of first appointment |
---|---|---|---|
José Ignacio Goirigolzarri | Chairman | Executive | 30-03-2021 |
Tomás Muniesa | Vocal | Proprietary | 01-01-2018 (2) |
Gonzalo Gortázar | Vocal | Executive | 30-06-2014 (1) |
Eva Castillo | Vocal | Independent | 30-03-2021 |
María Verónica Fisas | Vocal | Independent | 27-07-2017 (4) |
María Amparo Moraleda | Vocal | Independent | 24-04-2014 (3) |
Koro Usarraga | Vocal | Independent | 22-05-2020 (5) |
Óscar Calderón | Non-director Secretary | -- | 01-01-2017 |
Óscar Figueres | First Deputy Secretary (non-director) | -- | 23-10-2017 |
(1) Reelected on 23 April 2015 and 5 April 2019.
(2) Reelected on 6 April 2018 and 8 April 2022.
(3) Reelected on 5 April 2019.
(4) Reelected on 22 May 2020.
(5) Reelected on 14 May 2021.
The composition of the Executive Committee must include at least two non-executive Directors, one of them being an independent Director.
The Chairman and Secretary of the Board of Directors will also be the Chairman and Secretary of the Executive Committee.
The appointment of members of the Executive Committee and the permanent delegation of powers from the Board on the same will require the favourable vote of at least two thirds of the members of the Board of Directors.
The Executive Committee will meet as often as it is called by its Chairman or whoever replaces him/her in his/her absence, as occurs in the event of vacancy, leave, or incapacity, and will be validly assembled when the majority of its members attend the meeting, either personally or by representation.
The resolutions of the Committee will be adopted by the majority of the members attending the meeting in person or represented by proxy and will be validated and binding without the need for later ratification by the full Board of Directors, notwithstanding that spelled out in article 4.5 of the Regulations of the Board of Directors.
The Executive Committee will inform the Board of the main matters it addresses and the decisions it makes thereon at its meetings.
The Executive Committee has been delegated all of the responsibilities and powers available to it both legally and under the Company’s articles of association. For internal purposes, the Executive Committee is subject to the limitations set out in Article 4 of the Regulations of the Board of Directors.
For more information on the Executive Committee and its functions, see the section Regulations of the Board of Directors.
Name and surname | Post | Nature | Date of first appointment |
---|---|---|---|
John S. Reed | Chairman | Independent | 01-02-2018 (1) |
Francisco Javier Campo | Vocal | Independent | 30-03-2021 |
Fernando María Ulrich | Vocal | Other external | 30-03-2021 |
María Amparo Moraleda | Vocal | Independent | 17-02-2022 |
Eduardo Javier Sanchiz | Vocal | Independent | 22-05-2020 (2) |
Óscar Calderón | Non-director Secretary | -- | 01-01-2017 |
Óscar Figueres | First Deputy Secretary (non-director) | -- | 23-10-2017 |
(1) Appointed Chairman on 1st February 2018.
(2) Reelected member of the Board of Director on 8 April 2022.
The Appointments and Sustainability Commitee will comprise a number of non-executive directors determined by the Board of Directors, subject to a minimum of three (3) and a maximum of five (5) members. A majority of its members must be independent. The committee’s Chairman will be appointed from among the independent directors sitting on the committee.
The committee shall meet as often as needed to ensure the full and timely performance of its duties and meetings will be called by its Chairman, either on their own initiative or when requested by two (2) committee members. The Chairman must call a meeting whenever the Board or its Chairman requests that a report be issued or a resolution carried.
Its duties include the following:
For more information on the Appointments and Sustainability Committee and its duties, please see the section on Regulations of the Board of Directors.
Name and surname | Post | Nature | Date of first appointment |
---|---|---|---|
Koro Usarraga | Chairwoman | Independent | 27-10-2016 (1)(3) |
Francisco Javier Campo | Vocal | Independent | 30-03-2021 |
Cristina Garmendia | Vocal | Independent | 22-05-2020 |
Eduardo Javier Sanchiz | Vocal | Independent | 01-02-2018 (2) |
Teresa Santero | Vocal | Propietary | 30-03-2021 |
José Serna | Vocal | Propietary | 23-03-2017 (3) |
Óscar Calderón | Non-director Secretary | -- | 01-01-2017 |
Óscar Figueres | First Deputy Secretary (non-director) | -- | 23-10-2017 |
(1) Appointed Chairwoman on 5 April 2019.
(2) Reelected member of the Board of Director on 6 April 2018 and 8 April 2022.
(3) Reelected member of the Board of Director on 14 May 2021.
The Audit and Control Committee will be composed exclusively of non-executive directors, in the number that is determined by the Board of Directors, subject to a minimum of three (3) and a maximum of seven (7). Most of the members of the Audit and Control Committee shall be independent and one (1) of them shall be appointed on the basis of their knowledge and experience of accounting or auditing, or both.
Meanwhile, the Board of Directors shall ensure that members of the Audit and Control Committee, and especially its Chairman, have knowledge and experience in accounting, auditing or risk management matters, and in any other fields that may aid the Audit and Control Committee in discharging all the duties entrusted to it.
As a whole, and without prejudice to the obligation to ensure suitable levels of diversity, the members of the Audit and Control Committee will be designated in view of the time and dedication needed to perform the duties entrusted to them and will possess the relevant technical knowledge and expertise in relation to the Bank’s business activities.
The Audit and Control Committee shall appoint a Chairman from among its independent members. The Chairman must be replaced every four (4) years and may be re-elected once a period of one (1) year has transpired from his departure. The Chairman of the committee shall act as its spokesperson at meetings of the Board of Directors and, as the case may be, at the Bank’s Annual General Meeting.
The committee will meet as often as necessary to fulfil its duties and will be convened by its Chairman, either on their own initiative or at the request of the Chairman of the Board of Directors or of two (2) members of the committee itself
Its duties include the following:
For more information on the Audit and Control Committee and its duties, please see the section on Regulations of the Board of Directors.
Name and surname | Post | Nature | Date of first appointment |
---|---|---|---|
María Amparo Moraleda | Chairwoman | Independent | 25-09-2014 |
Joaquín Ayuso | Vocal | Independent | 30-03-2021 |
Cristina Garmendia | Vocal | Independent | 22-05-2020 |
José Serna | Vocal | Propietary | 30-03-2021 (1) |
Óscar Calderón | Non-director Secretary | -- | 01-01-2017 |
Óscar Figueres | First Deputy Secretary (non-director) | -- | 23-10-2017 |
(1) Reelected member of the Board of Director on 14 May 2021.
The Remuneration Committee will comprise a number of non-executive directors determined by the Board of Directors, subject to a minimum of three (3) and a maximum of five (5) members. A majority of its members must be independent. The Chairman of the committee will be appointed from among the independent directors sitting on the committee.
The committee shall meet as often as needed to ensure the full and timely performance of its duties and meetings will be called by its Chairman, either on their own initiative or when requested by two (2) members of the committee. The Chairman must call a meeting whenever the Board or its Chairman requests that a report be issued or a resolution carried.
Its duties include the following:
For more information on the Remuneration Committee and its duties, please see the section on Regulations of the Board of Directors.
Name and surname | Post | Nature | Date of first appointment |
---|---|---|---|
Eduardo Javier Sanchiz | Chairman | Independent | 01-02-2018 (1)(2) |
Joaquín Ayuso | Vocal | Independent | 30-03-2021 |
Fernando María Ulrich | Vocal | Other external | 30-03-2021 |
María Verónica Fisas | Vocal | Independent | 22-05-2020 |
Tomás Muniesa | Vocal | Proprietary | 22-05-2020 (2) |
Koro Usarraga | Vocal | Independent | 01-02-2018 (3) |
Óscar Calderón | Non-director Secretary | -- | 01-01-2017 |
Óscar Figueres | First Deputy Secretary (non-director) | -- | 23-10-2017 |
(1) Reelected member of the Board of Director on 6 April 2018. Appointed Chairman on 5 April 2019.
(2) Reelected member of the Board of Director on 8 April 2022.
(3) Reelected member of the Board of Director on 14 May 2021.
Name and surname | Post | Nature | Date of first appointment | |
---|---|---|---|---|
Jordi Mondéjar López | Chief Risks Officer | 22 November 2016 (1) | -- |
(1) Member of the Management Committee since 10 July 2014.
The Risks Committee shall comprise exclusively non-executive directors who possess the appropriate knowledge, skills and experience to fully understand and manage the Bank’s risk strategy and risk propensity, in the number determined by the Board of Directors, subject to a minimum of three (3) and a maximum of six (6), with a majority of members to be independent directors.
The committee will meet as often as necessary to fulfil its duties and will be convened by its Chairman, either on their own initiative or at the request of the Chairman of the Board of Directors or of two (2) members of the committee itself.
Its duties include the following:
For more information on the Risks Committee and its duties, please see the section on Regulations of the Board of Directors.
Name and surname | Post | Nature | Date of first appointment |
---|---|---|---|
José Ignacio Goirigolzarri | Chairman | Executive | 30-03-2021 |
Gonzalo Gortázar | Vocal | Executive | 23-05-2019 |
Eva Castillo | Vocal | Independent | 30-03-2021 |
Cristina Garmendia | Vocal | Independent | 23-05-2019 |
María Amparo Moraleda | Vocal | Independent | 23-05-2019 |
Óscar Calderón | Non-director Secretary | -- | 23-05-2019 |
Óscar Figueres | First Deputy Secretary (non-director) | -- | 23-05-2019 |
The Innovation, Technology and Digital Transformation Committee will comprise a minimum of three (3) and a maximum of six (6) members.
The Chairman of the Board of Directors and the Chief Executive Officer will always sit on the committee. The other members will be appointed by the Board of Directors, on the proposal of the Appointments Committee, paying close attention to the knowledge and experience of candidates on those subjects that fall within the committee's remit, such as technology and innovation, information systems and cybersecurity.
The Chairman of the Board of Directors shall also chair the Innovation, Technology and Digital Transformation Committee.
Similarly, the Secretary to the Board of Directors shall serve as Secretary of the Innovation, Technology and Digital Transformation Committee.
The Committee will meet as often as required to discharge its functions and will be called by the committee's Chairman, either on his or her own initiative or when a meeting is requested by two (2) or more committee members. The Chairman must always call a meeting when the Board asks it to issue a report or adopt a resolution.
The committee will be validly convened when a majority of members are in attendance. Resolutions will be carried by a majority of members physically in attendance or represented by proxy, and minutes will be taken of the resolutions carried at each meeting. The minutes will be heard by the Board of Directors and a copy will be sent or delivered to all Board members.
Without prejudice to any other functions entrusted to it by the Board of Directors, the committee will exercise the main following functions: