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Corporate Governance and remuneration policy

Committees of Directors

Executive Commitee

The Executive Committee will comprise members of the Board of Directors, which will implement a set of regulations governing its functioning and operation.

The Chairman and Secretary of the Board of Directors will also act as Chairman and Secretary of the Executive Committee.

The appointment of members of the Executive Committee and the permanent delegation of powers from the Board to that committee 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 called by its Chairman or whoever may replace them in their absence, as may happen if the position of chairman is empty, or if the chairman is on leave or unable to attend, and the committee will be validly assembled when a majority of its members attend the meeting, whether in person or represented by proxy. Resolutions of the committee will be adopted by a 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, without prejudice to the terms of article 4.5 of the Regulations of the Board of Directors.

The Executive Committee shall report to the Board on the main matters it addresses and on the resulting decisions reached at its meetings.

The Executive Committee has been delegated all of the responsibilities and powers that may be delegated in accordance with applicable law and the Bank’s own Bylaws. In terms of internal procedure, the Executive Committee is subject to the restrictions set out in article 4 of the Regulations of the Board of Directors.

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


Members:

Name Post Nature Date of first appointment
Jordi Gual Chairman Proprietary 30 June 2016(4)
Tomás Muniesa Member Executive 1 January 2018(5)
Gonzalo Gortázar Member Executive 30 June 2014(3)
María Verónica Fisas Member Independent 27 July 2017
Javier Ibarz Member Proprietary 26 June 2012
María Amparo Moraleda Member Independent 24 April 2014
Antonio Sáinz de Vicuña Member Independent 1 March 2014(2)
Xavier Vives Member Independent 27 October 2016
Óscar Calderón Non-director Secretary - 1 January 2017
Óscar Figueres Fortuna First Deputy Secretay (non-director) - 23 October 2017


(1)
Reelected on 19 May 2010.
(2) Reelected on 24 April 2014.
(3) Reelected on 23 April 2015.
(4) Reelected on 6 April 2017.
(5) Reelected on 6 April 2018.