Corporate Governance and remuneration policy

Committees of Directors

Appointments Committee

The Appointments 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. Members of the Appointments Committee will be appointed by the Board of Directors on a proposal received from the Audit and Control Committee. Meanwhile, 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:

  • Evaluating and proposing to the Board of Directors the assessment of skills, knowledge and experience required of Board members and key personnel at the Bank.
  • Submitting to the Board of Directors suggested candidates for the position of independent directors to be appointed by co-option or for submission to the decision of the Annual General Meeting, as well as proposals relating to the reappointment or removal of such directors at the Annual General Meeting.
  • Reporting on the appointment and, as the case may be, dismissal of the Lead Director, the Secretary and the Deputy Secretaries for approval by the Board of Directors.
  • Report on proposals for appointment or removal of senior executives, being able to effect such proposals directly in the case of senior managers which due to their roles of either control or support of the Board or its Committees, it is considered by the Committee that it should take the initiative. Propose, if deemed appropriate, basic conditions in senior executives' contracts, outside the remuneration aspects and reporting on them when they have been established.
  • Examining and organising, in collaboration with the Chairman of the Board of Directors and with the support of the Lead Director, the succession of the Chairman and of the Bank’s chief executive and, as the case may be, sending proposals to the Board of Directors so as to ensure that the succession process is suitably planned and takes place in orderly fashion.
  • Reporting to the Board on matters relating to gender diversity, ensuring that the procedures for selecting its members favour a diversity of experience and knowledge and facilitate the selection of women directors, and establishing a representation target for the less represented sex on the Board of Directors as well as preparing guidelines on how this should be achieved. It shall likewise ensure that the diversity policy applied at the Board of Directors is duly observed and will report on the matter in the Annual Corporate Governance Report.
  • Periodically evaluating, at least once a year, the structure, size, composition and actions of the Board of Directors and of its committees, its Chairman, CEO and Secretary, while making recommendations regarding possible changes to these. Here, the committee shall act under the direction of the Lead Director when assessing the performance of the Chairman. The committee shall also evaluate the composition of the Management Committee as well as its replacement lists to ensure proper coverage as members come and go.
  • Periodically review the Board of Directors selection and appointment policy in relation to senior executives and make recommendations.
  • Supervise the activities of the organisation in relation to corporate social responsibility issues and submit to the Board those proposals it deems appropriate in this matter

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

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.

Members:

Name Post Nature Date of appointment
John S. Reed Chairman Independent 1 February 2018 (1)
María Teresa Bassons Boncompte Member Proprietary 12 December 2013
Eduardo Javier Sanchiz Irazu 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 Chairman on 1st February 2018