Corporate Governance and remuneration policy

Committees of Directors

Audit and Control Committee

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:

  • Reporting to the Annual General Meeting on matters raised by shareholders that fall within the committee’s remit and, in particular, on the result of the audit, explaining how this has contributed to the integrity of the financial information and the committee’s role in this process.
  • Monitoring the process of preparing and ensuring the integrity of the financial information on the Bank and, as the case may be, the Group, by reviewing the Bank’s accounts, checking for compliance with legal provisions and ensuring an accurate demarcation of the consolidation perimeter and the correct application of generally accepted accounting principles.
  • Striving to ensure that the Board of Directors is able to present the Bank’s annual financial statements at the Annual General Meeting without limitations or qualifications in the auditor’s report. In the exceptional case that qualifications exist, both the Chairman of the Audit Committee and the auditors should give a clear account to shareholders of their scope and content.
  • Reporting in advance to the Board of Directors on the financial and related non-financial information that the Bank must periodically release to the markets and its supervisory bodies.
  • Supervising the effectiveness of the internal control systems and discussing with the auditor any significant weaknesses in the internal control system that may have been detected during the audit, all this without compromising the auditor’s independence. For such purposes, and if appropriate, it may submit recommendations or proposals to the Board of Directors and the corresponding deadline for their follow-up.
  • Supervising the effectiveness of the internal audit function and establishing and overseeing a mechanism whereby Bank or Group employees may confidentially and, if deemed appropriate, anonymously report any irregularities of potential significance –especially financial and accounting irregularities– they may observe within the Bank. It shall likewise receive periodic information on how the system is operating and may propose suitable courses of action to improve and reduce the risk of any such irregularities arising in future.

For more information on the Audit and Control Committee and its duties, please see the section on Regulations of the Board of Directors.

Members:

Name Post Nature Date of appointment
Koro Usarraga Unsain Chairwoman Independent 27 October 2016(1)
Eduardo Javier Sanchiz Irazu Member Independent 1 February 2018(2)
José Serna Masiá Member Proprietary 23 March 2017
Cristina Garmendia Mendizábal Member Independent 22 May 2020
Óscar Calderón de Oya Non-director Secretary - 1 January 2017
Óscar Figueres Fortuna First Deputy Secretary (non-director) - 23 October 2017


(1) Appointed Chairwoman on 5 April 2019.
(2) Reelected on 6 April 2018