• Chairperson: Francisco Botas Ratera
• Member: Pedro Raúl López Jácome
• Member: José Ramón Rodrigo Zarza
• 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.

Notwithstanding any other duties assigned by the Board of Directors , the Audit and Compliance Commission shall have at least the following functions:

• Report to the General Meeting of Shareholders on the issues of its competence.

• With regard to the external auditor,

  1. Present to the Board of Directors the proposals for the selection, appointment, reappointment and substitution of the external auditor so that they may be submitted to the General Meeting, as well as the terms and conditions of their engagement and regularly gather information about the audit plan and its implementation as well as preserve their independence in the exercise of their duties.
  2. To establish the relevant relations with the external auditor to receive information on such issues that may jeopardize their independence so that the commission may review them as well as any other related to the process of auditing the financial statements and any other notifications provided for in account auditing legislation and technicalauditing standards. In any case, it shall receive from the external auditors an annual statement of their independence in relation to the Company or the entities directly or indirectly related to the latter as well as information on any kind of additional services provided and the corresponding fees charged by the external auditor or the persons or entities related to the latter in accordance with auditing legislation.
  3. Annualy issue, prior to the issue of the audit report, a report expressing an opinion on the independence of the external auditor. This report shall always contain an assessment of the aforesaid additional services provided analysed individually and as a whole that are different from the legal auditing as well as on their independence status or on the regulations governing the audit.
  4. Act as a channel of communication between the Board and the external auditor and evaluate the results of each audit and the responses given by the management team to the recommendations of the external auditor and mediate when discrepancies arise between the latter and the former in relation to the principles and criteria applicable to the preparation of the financial statements. The commission shall furthermore verify that the senior management takes the recommendations of the external auditor into account.
  5. Supervise the compliance of the audit contract, ensuring that the opinions on the annual accounts and the main points of the audit report are drafted clearly and accurately.
  6. Ensure that the external auditor annually holds a meeting with the full Board of Directors to inform on the work accomplished and on the evolution of the accounting position and the risks faced by the company.

• As regards the internal information and control systems and the internal audit function,

  1. Verify the suitability and integrity of internal control systems and review the appointment and substitution of those responsible for them.
  2. Being apprised of and supervise the procedure for the writing and submission as well as the integrity of the compulsory financial information on the company and, when applicable, its group, verifying compliance with regulatory requirements, the accurate demarcation of the scope of consolidation and the correct application of accounting criteria.
  3. Supervise the efficacy of the internal control of the company, internal auditing and the risk management systems so that major risks are properly identified, managed and reported and discuss with the external auditor the significant weaknesses of the internal control system, if any, identified during the auditing.
  4. Supervise and ensure the independence and effectiveness of the internal audit function; propose the selection, appointment, reappointment and dismissal of the Chief Audit Executive; approve the guidelines and work plans for the internal audit function, ensuring that its work is mainly focused on the relevant risks for the company; receive information on its activities on a regular basis and on any incidents that may occur; and verify that the senior management takes into account the conclusions and recommendations of its reports. On the other hand, the Chief Audit Executive shall have full access the Audit and Compliance Commission through its chairperson.
  5. Establish and supervise a mechanism whereby staff can confidentially report any potentially serious irregularity, especially the financial and accounting irregularities they observe within the company.
  6. Review the company’s accounts, monitor compliance with the legal requirements and the correct application of generally accepted accounting principles as well as report on proposals for the modification of accounting principles and criteria suggested by the management.

• Review compliance with the internal code of conduct on stock markets, the company’s rules of governance and make the necessary proposals for their improvement. Specifically, it falls within the purview of the Audit and Compliance Commission to be advised of and, when applicable, issue a report on disciplinary actions against senior management.

• Supervise the operation of and compliance with internal control manual in preventing criminal risks approved by the Board of Directors. To this end, the Commission shall have the power to collect any information it deems relevant and may summon any director or employee of the Group, including, in particular, those responsible for compliance and the different committees with powers on this regard in order to evaluate their performance, as well as the power to start and conduct the internal investigations as necessary on the facts relating to the potential non-compliance with the internal control manual for the prevention of criminal risks. Furthermore, the Commission shall periodically evaluate the operation of the internal control manual in preventing criminal risks and its efficacy for the prevention or mitigation of the commission of crimes by resorting to external counseling when so deemed necessary and shall propose to the Board any changes to the internal control manual for the prevention of criminal risks and, generally, the compliance programme, as it deems suitable in view of the said evaluation.

• Furthermore, the Audit and Compliance Committee shall inform in advance the Board on all issues provided by law, the Articles of Association, and the Regulations of the Board, and especially on:

  • the financial information the company must disclose periodically
  • the creation or acquisition of shares in special purpose vehicles or entities or entities in jurisdictions considered as tax havens.
  • related party transactions.
  • amendments to this regulation.

• Make before the Board as many proposals as it deems suitable on issues of its competence.

Audit and Compliance Commission's Rules of Procedure were approved by the Board of Directors on December 15th 2017.

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

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

• Evaluate the balance of expertise, capabilities, diversity and experience necessary for the Board of Directors and elaborate a description of the functions and skills required for a specific appointment, assessing the time and commitment required so as to efficiently perform their duties.

• Establish a representation objective for the less represented gender at the Board of Directors, and develop guidance on how to achieve that objective.

• Identify and recommend candidates, with a view to their approval by the Board or the General Meeting, the candidates to fill the vacant posts of the Board of Directors, and specifically,

  1. Submit to the Board of Directors the proposals for the appointment of independent directors for their appointment by co-option or, where applicable, for referring the decision to the General Meeting of Shareholders, as well as the proposals for their reappointment or dismissal by the General Meeting.
  2. Reporting on the proposals for appointment of the rest of the directors for their appointment by co-option, or where applicable, for the referring of the decision to the General Meeting of Shareholders, as well as the proposals for their reappointment or dismissal by the General Meeting.

• Periodically review the policy of the Board of Directors as regards the selection and appointment of senior managers and make recommendations as well as report on the proposals for appointment and removal of senior managers and the basic terms and conditions of their contracts.

• Apply and supervise the succession plan for the directors approved by the Board of Directors.

• Report in advance to the Board on the directors that should be in each of the commissions.

• Annually verify the fitness of the directors of the company and report to the Board accordingly so that this may be included in the Annual Report on Corporative Governance.

• Periodically review, and at least once a year, the structure, size, composition and performance of the Board of Directors, making recommendations to the same as regards potential changes.

• Periodically assess, and at least once a year, the suitability of the members of the Board of Directors and of the board as a whole and report to the Board accordingly.

• Define policies and guidelines for the management of the human capital of the company.

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

• 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.

• Chairperson: José García Montalvo.
• Member: Leticia Iglesias Herraiz.
• Member: Pedro Raúl López Jácome.
• Member: José Ramón Rodrigo Zarza.
• 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.