Corporate Governance and remuneration policy

Remuneration Committee

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:

  • Drafting resolutions relating to remuneration and, in particular, reporting and proposing to the Board of Directors the remuneration policy, the system and amount of annual remuneration payable to directors and senior managers, as well as the individual remuneration payable to executive directors and senior managers and the other terms and conditions of their contracts, particularly the financial conditions, and without prejudice to the competences of the Appointments Committee in relation to any conditions it may have proposed that are unconnected with the remuneration side.
  • Ensuring compliance with the remuneration policy for directors and senior managers and reporting on the basic conditions set out in their contracts and on compliance with those contracts.
  • Reporting and preparing the Bank’s general remuneration policy and in  particular the policies relating to categories of staff whose professional activities have a significant impact on the Bank’s risk profile and those policies that are intended to prevent or manage conflicts of interest with the Bank’s customers.
  • Analysing, formulating and periodically reviewing the remuneration programmes, weighing their adequacy and performance and ensuring compliance.

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

Members:

Name Post Nature Date of appointment
María Amparo Moraleda Martínez Chairwoman Independent 25 September 2014
Alejandro García Bragado Dalmau Member Proprietary 1 February 2018
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