• 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.

Latest version of the Regulations of Executive Credit Commission approved by the Board of Directors on Mai 29th, 2023.

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

Notwithstanding other duties that may be assigned by the Board, the Audit and Compliance Commission shall have at least the following functions:

• To inform the General Meeting of Shareholders on matters arising in relation to matters within the competence of the Commission, and in particular on the outcome of the audit, explaining how it has contributed to the integrity of the financial information and the function that the Commission has played in that process.

• In the event of a qualification in the report of the external auditor, the chairperson of the Commission will explain at the General Meeting of Shareholders the opinion of the Commission in relation to said qualification, a summary of which will be made available to the shareholders at the time of publication of the call, along with the rest of the proposals and reports of the Board.

• External auditor’s duties:

  • To submit to the Board of Directors the proposals for the selection, appointment, re-election and replacement of the auditor of accounts, taking responsibility for the selection process, in accordance with Articles 16, sections 2, 3 and 5 and 17.5 of EU Regulation No. 537/2014, of April 16th, which shall be submitted to the approval of the General Meeting of Shareholders, as well as for the terms of their contract, and to periodically collect information from them regarding the auditing plan and the implementation thereof, as well as to preserve their independence in the performance of their functions;

  • In the event of resignation of the external auditor, to assess the circumstances that led to it;

  • To ensure that the external auditor's remuneration for their work does not compromise their quality or independence.

  • To ensure that the Company and the external auditor respect the current regulations on the provision of services other than auditing, the limits on the concentration of the auditing business and, in general, the other regulations on the independence of auditors.

  • To establish the appropriate relationship with the external auditor in order to receive information on those issues that may threaten their independence, for their consideration by the Commission, and any others related to the process of developing the audit of accounts, and, where appropriate, the authorisation of services other than those prohibited, in the terms referred to in Articles 5, section 4 and 6.2 (b) of Regulation (EU) No 537/2014 of 16th April and in accordance with section 3 of Chapter IV of Title I of Act 22/2015, of July 20th, on Audit of Accounts, with regard to the independence regime, as well as those other communications provided in the legislation of audit of accounts and in the standards of auditing. In all cases, the Commission shall receive annually from the external auditors the statement of independence with regard to the Company or Entities related to it directly or indirectly, as well as the detailed and individualised information on the additional services of any kind provided and the corresponding fees received from these entities by the external auditor or people or entities related to the auditor, in accordance with the provisions of the regulations governing the audit activity. The above mentioned authorisations, in case of duly justified urgency, may be granted by the chairperson of the Commission, and shall be ratified by the latter at its immediate meeting.

  • To issue annually, prior to the issuance of the audit report, a report that shall state an opinion on whether the independence of auditors or audit firms is compromising. This report shall contain, in any case, the reasoned assessment of the provision of each and every additional services mentioned above, individually and collectively considered, other than statutory audit services, and in relation to the independence regime or to the regulations governing the audit activity.

  • To act as a communications channel between the Board and the external auditors, assessing the results of each auditing process and the responses from the management team to the external auditors’ recommendations, as well as to mediate in case of disagreement between both regarding the principles and applicable criteria for the drafting of the financial statements. The Commission shall also verify that the senior management take into account the recommendations of the external auditors;

  • The Commission shall supervise the compliance with the audit agreement, making sure that the opinion about the annual accounts and the main contents of the audit report are drawn up clearly and precisely.

  • To ensure that the external auditors have an annual meeting with the Board of Directors to inform about the work carried out and about the evolution of the accounting and risk situation of the Company.

  • To supervise that the Company communicates the change of external auditor through the CNMV and accompanies it with a statement on the possible existence of disagreements with the departing auditor and, if they have existed, their content.

• Regarding the information and control internal systems and the internal auditing function:

  • The Commission shall verify the suitability and integrity of the internal control systems and review the appointment and replacement of managers;

  • To know, supervise and evaluate the preparation process and the integrity of financial and non-financial information, as well as the control and management systems for financial and non-financial risks related to the Company and, where applicable, its Group, checking the compliance with regulatory requirements, the adequate delimitation of the consolidation perimeter and the correct application of accounting criteria, presenting, where appropriate, recommendations or proposals to the Board, aimed at safeguarding its integrity;

  • To supervise the effectiveness of the internal control of the Company, the internal auditing and the risk management systems, so that the main risks are identified, managed and duly reported; and to discuss with the external auditors any significant weaknesses detected in the internal control system, as the case may be, during the auditing process, all this without undermining its independence. For such purposes, and where applicable, they may submit recommendations or proposals to the Board and the corresponding deadline for follow-up.

  • To supervise and ensure the independence and effectiveness of the unit that assumes the internal audit function; to propose the selection, appointment, reappointment and removal of the general auditor; to propose the internal audit chart, to approve or submit for approval the guidelines and annual work plan of the internal audit function, ensuring that its activity is focused primarily on the relevant risks of the Company; to propose the budget and resource plan of the internal audit function, after assessing the scope and resources of the function; to receive periodic information on its activities and on any event that may arise during its implementation; as well as to verify that the senior management take into account the findings and recommendations of its reports. On the other hand, the general auditor will have full access to the Audit and Compliance Commission, through its chairperson;

  • To establish and supervise a mechanism that allows employees and other people related to the Company, such as directors, shareholders, suppliers, contractors or subcontractors, to communicate, confidentially, irregularities of potential significance, including financial and accounting ones, that arise within the Company or its group. Said mechanism must guarantee confidentiality and, in any case, provide for cases in which communications can be made anonymously, respecting the rights of the complainant and the accused; and

  • The Commission shall review the accounts of the Bank, supervise compliance with legal requirements and the correct application of accepted general accounting principles, as well as report on proposed modifications in accounting principles and criteria suggested by senior managers.

• The Commission shall examine compliance with the internal code of conduct on stock markets, and, in general, submit the necessary proposals for their improvement. Specifically, it is the responsibility of the Audit and Compliance Commission to receive information and, where appropriate, to issue a report on disciplinary measures to be applied to members of the senior management of the Company.

• In relation to the Compliance function, including the prevention of money laundering and the financing of terrorism:

  • To ensure the independence and effectiveness of the Compliance function, ensuring that it has the necessary resources to carry out its activity.

  • To propose the appointment or replacement of the person responsible for the regulatory compliance unit, as well as approve their annual work plan and the annual activities report, receive periodic information about such activities and ensure that senior management takes into account the conclusions and recommendations of their reports. On the other hand, the head of the compliance unit will have full access to the Audit and Compliance Commission, through its chairperson. Likewise, the Board will guarantee that both the Commission and the person responsible for the compliance unit have at all times direct and unrestricted access to all information about the Company necessary for the performance of their functions.

  • To propose the global strategy of the Company regarding the prevention of money laundering and terrorist financing.

• Monitor the regulations on the prevention of money laundering and terrorist financing, as well as monitor the management and practice of said function.

• To supervise compliance with and the performance of the internal control manual for criminal risk prevention approved by the Board of Directors pursuant to section 4.4 of article 4 of the Regulations of the Board. To fulfil this task, the Commission will have, among others, the power to gather any information it deems convenient and to convene any manager or employee of the Group, including, specifically, those responsible for the compliance function and the various committees with powers in this area in order to assess their performance. Likewise, the Commission will have the power to initiate and conduct any internal inquiries it deems necessary on events related to the possible non-compliance with the internal control manual for criminal risk prevention. In addition, the Commission shall regularly evaluate the performance of the internal control manual for criminal risk prevention and the effectiveness thereof in preventing or reducing crime, counting also on external advise when the Commission deems it appropriate, and shall propose to the Board whatever changes to the internal control manual for criminal risk prevention and, in general, changes to the compliance program that it deems appropriate in view of such evaluation.

• To supervise the application of the general policy regarding the communication of economic-financial, non-financial and corporate information, as well as communication with shareholders and investors, proxy advisers, where applicable, and other stakeholders, including the way in which the Company communicates and relates to them; and supervise and evaluate the relationship processes with the aforementioned stakeholders.

• To know and supervise the effectiveness of the governance model and data quality in the Company, taking into account the good practices incorporated in the principles of Risk Data Aggregation and Risk Report (RDARR) of the Basel Committee on Banking Supervision (BCBS 239), delegating the effective management and direction in said matter to the Corporate Transformation Committee, or Corporate Committee that assumes said functions in accordance with the Bank's Corporate Governance System in force at all times.

• To report on related-party transactions that must be approved by the general meeting of shareholders or by the Board of Directors and supervise the internal procedure established by the Company for those whose approval has been delegated.

• Also, the Audit and Compliance Commission shall report to the Board in advance on all matters set forth in the law, the articles of association and in the Board regulations and specifically on:

  • The financial information and the directors’ report, which will include, when applicable, the mandatory non-financial information that the Company shall disclose periodically; and

  • The creation or acquisition of stockholding in special purpose vehicles or entities that are established in countries or territories considered tax havens;

  For these purposes, the Commission must collect and analyse all the necessary information and documentation, evaluating the transaction from the point of view of equal treatment and market conditions. To this end, in accordance with section n), the Commission may request reports from experts when it considers it appropriate for them to rule, for example, on the effects on the social interest of the proposed transaction or whether it would be carried out on market terms.

  The Audit Commission will not exercise the functions provided for in this section k) or in the previous one when they are statutorily attributed to another commission and it satisfies the composition requirements provided for in article 4º of these Regulations.

• To submit to the Board of Directors as many proposals it deems appropriate on matters within the purview of its powers.

• Any other function provided in these regulations of the Board of Directors or in the applicable law.

• In order to comply in the best way with its duties, the Audit and Compliance Commission may seek the advice of external professionals on issues falling within its competence.

Latest version of the Regulations of the Audit and Compliance Commission approved by the Board of Directors on May 27th, 2024.

• 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 April 27th, 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 May 27th, 2024.

• Chairperson: Leticia Iglesias Herraiz.
• Member: José García Montalvo.
• Member: Ana da Cunha Barros.
• Member: Rosa María Sánchez-Yebra Alonso.
• Member: José Manuel González-Páramo Martínez-Murillo.
• 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.

• Monitor the execution of capital and liquidity management strategies, as well as all other relevant risks of the company, such as market, credit, operational (including legal and technological) and reputational risks, in order to evaluate its suitability to the approved risk strategy and risk appetite.

• 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 plan 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.

• Advise on the appointment of external consultants that the Board of Directors in its supervisory role may decide to hire to receive advice or support;

• Analyse a series of possible scenarios, including stress scenarios, to assess how the risk profile of the company would react to external and internal events;

• Assess the recommendations of the internal or external auditors, within the scope of competence of the comprehensive risk commission, and verify the appropriate application of the measures taken.

• Collaborate in the implementation of rational remuneration policies and practices. A the Committee shall examine, without prejudice to the functions of the Remuneration Committee, whether the incentive policy provided for in the the functions of the Remuneration Committee, whether the incentive policy provided for in the remuneration system takes the risk, capital, liquidity, probability and timeliness of the transaction.

• Supervise cybersecurity management.

• Ensure that the unit responsible for cybersecurity management, as well as other units with responsibility for achieving established objectives, have sufficient material and human capabilities to be able to carry out the assigned functions effectively and efficiently.

• 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.

Comprehensive Risk Commission approved by the Board of Directors on May 24th.