• Chairperson: Francisco Botas Ratera
• Member: Pedro Raúl López Jácome
• Member: José Ramón Rodrigo Zarza
• Member: Manuel López Figueroa
• Non-member secretary: José Eduardo Álvarez-Naveiro Sánchez
• Non-member deputy secretary: José Luis Dorrego Martín-Barbadillo

The Executive Credit Commission shall have the powers specifically provided for in the delegation agreement of the meeting of Board of Directors held on 1st August 2014, and shall include at least the powers that correspond to the Board of Directors as regards the granting and monitoring of the financing transactions, whatever their nature, including the improvement, recognition, modification, extension, advance maturity, termination, discharge, renewal and, generally, any power as required for the acts, contracts and operations pertaining the customary financing activities of a banking institution.

• Chairperson: Leticia Iglesias Herraiz.
• Member: José García Montalvo.
• Member: Carina Szpilka Lázaro.
• Member: Pedro Raúl López Jácome.
• Member: José Ramón Rodrigo Zarza.
• Non-member secretary: José Eduardo Álvarez-Naveiro Sánchez.

Without prejudice to other obligations that may be assigned by the Board, the Audit and Compliance Committee shall carry out, at least, the following duties:

• Inform the Shareholders General Meeting about the questions raised in relation to the matters which fall within the Committee’s responsibility and, in particular, about the outcome of the audit, thus explaining how it has contributed to the integrity of the financial information and the role performed by the Committee in this process.

• In the event that a qualified opinion report is issued by the external auditor, the committee’s president shall explain, at the shareholders general meeting, the Committee’s view on said qualified opinion, thus providing the shareholders with a summary at the time that the call for the meeting is published, together with the rest of the board’s proposals and reports.

• With regard to the external auditor:

  • Submit, before the Board of Directors, the proposals regarding the recruitment, appointment, reelection and replacement of the financial auditor, thus being responsible for the recruitment process, pursuant to the provisions set forth in articles 16, sections 2, 3 and 5, and 17.5 of the Regulation (EU) No. 537/2014, of 16 April, for its consideration by the General Meeting, as well as their hiring conditions, and gather, on a regular basis, information from the auditor about the audit plan and its execution, while ensuring their independence in the performance of their duties.
  • In the event of resignation by the external auditor, examine the circumstances that led to that decision;
  • Ensure that the external auditor’s salary for the services provided does not compromise their quality and independence.
  • Guarantee that the firm and the external auditor respect the regulations in force on the provision of non-auditing services, the limits on the concentration of the auditor's business and, in general, any other regulations to ensure the auditors’ independence.
  • Build the appropriate relations with the external auditor to receive information about any matters that may pose a threat to their independence, their consideration by the Committee and any other threats in relation to the development process of the account audit and, when applicable, the authorization of non-prohibited services pursuant to the terms and conditions of articles 5, section 4, and 6.2.b) of Regulation (EU) No. 537/2014 of 16 April, and the provisions of section 3, chapter IV, title I of Law 22/2015, of 20 July, on Account Audit, including the independence regime and any other communications provided for in the account audit legislation and audit regulations. In any case, the external auditors shall annually submit an independence declaration in relation to the entity or entities directly or indirectly associated to them, as well as detailed and individualized information of any additional services provided and the corresponding professional fees paid by these entities to the external auditor or any individuals or entities associated to the external auditor, pursuant to the provisions of the regulation on account audit activities. In the event of an urgent and duly justified case, said authorizations may be granted by the Committee’s President and they must be ratified by the Committee at their subsequent meeting.
  • Before the issuance of the account audit report, issue an annual report that shall consider whether the independence of the account auditors or the audit firms has been compromised. This report shall, in any case, include the reasoned valuation of each of the aforementioned additional non-audit services provided, considered individually and in the aggregate, and in relation to the independence regime or the regulation on account audit activities.
  • Act as a communication channel between the Board of Directors and the external auditor, assess the outcome for each audit and the answers of the management team to the recommendations of the external auditor and act as a mediator in case of disagreement between the former and the latter regarding the principles and criteria applicable for the preparation of the financial statements. The Committee shall also verify that senior management is taking into consideration the recommendations of the external auditor;
  • Monitor compliance of the audit contract, trying to ensure that the opinion about the annual accounts and the main contents of the audit report are written in a clear and concise manner;
  • Ensure that the external auditor holds an annual meeting with the entire Board of Directors to inform them about the work carried out and the progress of the accounting situation, as well as the Corporation’s risks.
  • Oversee that the corporation communicates the change of the external auditor through the National Securities Market Commission of Spain (CNMV), including a declaration on the possible future disagreements with the outgoing auditor and, if they have existed, a declaration on their content.

• With regard to the information and internal control systems and the internal audit function:

  • Verify the suitability and integrity of the internal control systems and examine the appointment and replacement of the individuals responsible for them;
  • Know, supervise and assess the preparation process and the integrity of the financial and non-financial information, as well as the control systems and financial and non-financial risk management systems related to the Corporation and, if applicable, its Group, checking the compliance of regulations, the correct demarcation of the consolidation perimeter and the correct application of the accounting criteria, presenting, when appropriate, recommendations or proposals to the Board with the purpose of safeguarding their integrity;
  • Supervise the efficiency of the Corporation’s internal control, internal audit and risk management systems in order to identify, manage and adequately disclose the main risks, and discuss with the external auditor the significant weaknesses detected in the internal control system when conducting the audit, all of the above without compromising their independence. To that effect, and if applicable, they shall provide recommendations or proposals to the Board and the corresponding period for their monitoring.
  • Supervise and ensure the independence and efficiency of the unit that acts as internal auditor; propose the recruitment, appointment, reelection and termination of the General Auditor; propose the Internal Audit Charter; approve or propose the approval to the Board of the orientation and annual working plan of the internal audit function, ensuring that its activities are mainly focused on the relevant risks to the Corporation; propose the budget and the resource plan of the internal audit function, after assessing the scope and resources of the function; receive periodic information about its activities and the incidents that arise during its development; verify that senior management takes into consideration the conclusions and recommendations provided in the reports. In addition, the General Auditor shall have full access to the Audit and Compliance Committee through its President;
  • Establish and oversee a mechanism that allows the employees and other individuals related to the Corporation, such as counselors, shareholders, providers, contractors, or subcontractors, to confidentially communicate any irregularities of potential significance, including financial and accounting irregularities, that are identified within the company or group. Such mechanism shall guarantee confidentiality and, in any case, anticipate situations in which communications can be sent anonymously, thus respecting the rights of the individual reporting the irregularity and the person who has committed it; and
  • Review the Corporation’s accounts, oversee the compliance of legal requirements and the correct application of the generally accepted accounting principles, as well as communicate the proposals suggested by the management to modify accounting principles and criteria.

• Examine the compliance of the Internal Code of Conduct in the stock markets and, generally, propose any necessary improvements. In particular, the Audit and Compliance Committee is responsible for receiving the information and, if applicable, issuing a report with disciplinary measures addressed to members of the Corporation’s senior management.

• With regard to Compliance:

  • Ensure the independence and efficiency of the compliance function, guaranteeing that the necessary resources are available for the development of the activities.
  • Propose the appointment or replacement of the head of the regulatory compliance unit, approve their annual working plan and annual activities report, receive periodic information about such activities and ensure that senior management takes into consideration the conclusions and recommendations provided in the reports.

• Supervise the proper functioning and compliance with the Internal Control Manual for Criminal Risk Prevention approved by the Board pursuant to section 4.4 of Article 4 of the Board of Directors’ Regulations. To carry out such duty, the Committee shall have, among others, the power to collect any information deemed appropriate and summon any manager or employee of the Group including, in particular, the heads of the compliance function and the different Corporate Committees with powers in this area, to assess their performance, as well as the power to start and conduct any internal investigations deemed necessary regarding the possible non-compliance with the Internal Control Manual for Criminal Risk Prevention. The Committee shall also periodically assess the proper functioning of the Internal Control Manual for Criminal Risk Prevention and its efficacy in preventing or mitigating crimes, relying for this purpose on external counseling when deemed appropriate, and shall propose the Board of Directors any changes deemed appropriate to the Internal Control Manual for Criminal Risk Prevention and, in general, to the compliance program after their assessment.

• Oversee the application of the general policy regarding the communication of economic-financial, non-financial and corporate information, as well as the communication with shareholders and investors, voting advisors and, if applicable, other interest groups, including the way in which the Corporation communicates and has contact with them; and supervise and assess the relationship processes with said interest groups.

• Besides, the Audit and Compliance Committee shall previously notify the Board of any matters provided by Law, the Bylaws and the Board’s Regulation, particularly regarding the following:

  • The financial and non-financial information that the Corporation must periodically publish.
  • The creation or acquisition of stocks in special purpose entities or entities with registered office in countries or territories considered tax havens.
  • Related party transactions, pursuant to the terms of the Board of Director’s Regulation.

To that effect, the Committee shall gather and analyze all necessary information and documentation, assessing the transaction from the perspective of equality of treatment and the market conditions. For this purpose, according to section 9, expert reports shall be requested when deemed appropriate to obtain their opinion on, for instance, the effects of the suggested transaction on the social interest or whether it would be conducted within the market terms.

• Present any proposals deemed appropriate before the Board of Directors in regard to matters included in their field of competence.

Latest version of the Regulations of the Audit and Compliance Commission approved by the Board of Directors on March 26th, 2021.

• Chairperson: Eduardo Eraña Guerra
• Member: Pedro Raúl López Jácome
• Member: José Ramón Rodrigo Zarza
• Non-member secretary: José Eduardo Álvarez-Naveiro Sánchez

Notwithstanding other obligations that may be assigned by the Board, the Appointments and Sustainability Committee shall carry out, at least, the following duties:

• Evaluate the balance of knowledge, capacity, diversity and experience necessary in the Board of Directors and prepare a description of the duties and skills necessary for a specific appointment, assessing the time and dedication needed to carry out the duties effectively;

• Establish a representation goal for the gender that is underrepresented in the Board of Directors and develop guidelines to achieve such goal; with the purpose of fostering gender diversity, the Committee shall propose measures that shall promote a significant number of female managers in the Corporation.

• Oversee the compliance of corporate governance rules and the internal codes of conduct of the Corporation, ensuring that the corporate culture aligns with the Corporation’s mission and values, and guaranteeing the proper operation of the governing and management bodies, as well as the independence of the board members.

• Periodically assess and review the corporate governance system of the Corporation with the purpose of carrying out the mission of promoting social interest and taking into consideration, if applicable, the legitimate interests of the other interest groups.

• Periodically assess and review the Corporation’s sustainability strategy with the purpose of carrying out the mission of promoting social interest and taking into consideration, if applicable, the legitimate interests of the other interest groups. Oversee that the Corporation’s sustainability practices respect the established strategy and policies.

• Previously notify the Board of any modifications to the Board of Director’s Regulation and examine its compliance.

• Identify and recommend, with a view to receive approval by the Board of Directors or the General Meeting, candidates to fill the vacancies of the Board of Directors and, particularly:

  • present before the Board of Directors the proposals to appoint independent members by cooptation or, if applicable, submit the proposals to the decision of the Shareholders General Meeting, as well as any proposals to reelect or terminate members by the General Meeting, overseeing to such effect that the conditions guaranteeing the effective independence of the independent members are met, enforcing it according to their action, constructive dialogue, analysis capacity and participation in the meetings; and
  • submit the proposals to appoint the remaining members by cooptation or, if applicable, submit the proposals to the decision of the Shareholders General Meeting, as well as any proposals to reelect or terminate members by the General Meeting.

• Periodically review ABANCA’s policy regarding recruitment and appointments and provide recommendations to the Board, as well as communicate the appointment and separation proposals of senior management and the basic conditions of their contracts; ensuring that said policy is coherent with the Entity’s general strategies, including sustainability, long-term profitability and risk assumption strategies;

• Implement and supervise the members’ succession plan approved by the Board of Directors, as well as periodically revise it to adapt it to the new needs and circumstances that may arise;

• Previously notify the members of the Board who must be a part of each of the Committees;

• Verify the ethics of the members of the Corporation yearly and inform the Board in that regard for its consideration when drafting the corporate governance annual report;

• Periodically assess, at least once a year, the structure, size, composition and suitability, both individually and in the aggregate, and the performance of the Board of Directors, providing recommendations regarding possible changes;

• Define policies and guidelines for managing the Corporation’s human capital;

• Periodically design and organize programs to update skills and knowledge for the members; and

• Communicate the appointment proposal of the Honorary President.

• Any other duties provided for in the Board of Directors’ Regulation or the applicable regulation.

Latest version of the Regulations of the Appointments and Sustainability Commission approved by the Board of Directors on March 26th, 2021. 

• Chairperson: Carina Szpilka Lázaro
• Member: José García Montalvo
• Vocal: Pedro Raúl López Jácome
• Non-member secretary: José Eduardo Álvarez-Naveiro Sánchez

Notwithstanding any other duties that may be assigned from time to time by the Board of Directors, the Remunerations Commission shall at least perform the following functions:

• Propose to the Board the remuneration policy of directors (which shall be put to the vote of the General Meeting under the Regulation of the Board of Directors) and that of the senior management, as well as the individual remuneration and remaining contract terms and conditions of executive directors, ensuring their observance.

• Directly supervise the remuneration of the managers responsible for risk management and those with compliance.

• Periodically review the remuneration schemes for their updating and ensure that the remuneration of directors and senior managers conform to standards of moderation and correspondence to the performance of the Company and that their remuneration and that of the identified staff (as defined in the aplicable law) do not incentivize taking risks beyond the level authorized by the Company so that they consistent with and promote sound and effective risk management. Furthermore, the remuneration policy of the identified staff shall be subject to a central and independent review at least once a year so as to be ascertain whether the remuneration patterns and procedures established by the board of directors are met.

• Verify the independency of the external advisors that may be hired, if any, in the capacity of experts in remunerations.

• Ensure the transparency of the remuneration policies in such terms as envisaged by the applicable norms and regulations and the observance of the remuneration policy established by the Company.

• Assess the achievement of the objectives the remuneration is linked to, as well as the need to make risk-based adjustments, if any, to the said remunerations.

• Any such other duties as provided for in the Regulations or the applicable law.

Latest version of the Regulations of the Remuneration Commission approved by the Board of Directors on March 26th, 2021.

• Chairperson: José García Montalvo.
• Member: Leticia Iglesias Herraiz.
• Member: Pedro Raúl López Jácome.
• Member: José Ramón Rodrigo Zarza.
• Member: Ana da Cunha Barros.
• Non-member secretary: José Eduardo Álvarez-Naveiro Sánchez.

The Manager of the Risk Unit is Pablo Triñanes Lago.

Notwithstanding any other duties that may be assigned from time to time by the Board of Directors, the Comprehensive Risk Commission shall at least perform the following functions:

• Advise the Board of Directors on the current and future risk appetite of the company and its strategy on this regard and assisting it on ensuring the implementation of that strategy.

• Overseeing that the pricing policy of assets and liabilities offered to customers takes fully into account the company’s business model and its risk strategy. Otherwise, the Commission shall submit a remedy plant to the Board.

• Determine in collaboration with the Board of Directors, the nature, format and frequency of the information on risks that the Commission itself and the Board of Directors shall receive.

• Collaborate in the implementation of rational remuneration policies and practices. To this end, the Commission shall evaluate, without prejudice to the duties of the Remuneration Commission, whether the incentive policy provided for in the remuneration scheme takes into account the risk, the capital, the liquidity, and the probability and appropriateness of the profits.

• Propose the selection, appointment, reappointment and dismissal of the Manager of the Risk Unit (General Manager of Corporate Control and Risks).

• Any such other powers as provided for in the Regulations or the applicable law.