Board of Directors
Since it is a financial institution, Bankinter is subject to the restrictions established by Law 10/014 of 26 June on the Organisation, Supervision and Solvency of Credit Institutions concerning the number of boards on which its directors may serve. Bankinter has included this restriction in its Board of Directors Regulations. Moreover, the Board of Directors of Bankinter, regarding the Sustainability and Appointment Committee, approved a policy on incompatibilities and restrictions for the senior officers and other executives of Bankinter. Board members may not hold at the same time more positions as provided for in one of the following combinations: i) an executive position together with two non-executive positions, or ii) four non-executive positions. Executive positions shall be understood as those that perform managerial functions whatever the legal relationship attributed to them by these functions. For this purpose, the executive or non-executive positions held within the same group, as well as those held in commercial companies in which Bankinter is a major shareholder, among other things, is counted as a single position. Moreover, the positions held in non-profit or non-commercial organisations or entities will not be counted as part of the maximum number.
The Boards of Directors has maximum resonsability for the eventity´s direction and managment, having controlling power over the executive team. The Board of Directors of Bankinter, S.A. is made up of the following members, all of whom have been appointed following a favourable report from the Sustainability and Appointments Committee:
Directors's stakes in share capital
(1) The percentage of shares has equal percentage of voting rights.
Directors's stakes in share capital
(1) The percentage of shares has equal percentage of voting rights.
Directors's stakes in share capital
(1) The percentage of shares has equal percentage of voting rights.
Directors's stakes in share capital
(1) The percentage of shares has equal percentage of voting rights.
Directors's stakes in share capital
(1) The percentage of shares has equal percentage of voting rights.
Directors's stakes in share capital
(1) The percentage of shares has equal percentage of voting rights.
Directors's stakes in share capital
(1) The percentage of shares has equal percentage of voting rights.
Directors's stakes in share capital
(1) The percentage of shares has equal percentage of voting rights.
Directors's stakes in share capital
(1) The percentage of shares has equal percentage of voting rights.
Directors's stakes in share capital
(1) The percentage of shares has equal percentage of voting rights.
Directors's stakes in share capital
(1) The percentage of shares has equal percentage of voting rights.
(1) They represent on Bankinter's Board of Directors the significant shareholder CARTIVAL, with a 23.193% stake in Bankinter's share capital, which does not directly hold the status of director. Alfonso Botín-Sanz de Sautuola y Naveda is executive Vice-chairman of Bankinter and Chairman of Executive Committee.
(2) On 4 March 2011, the proprietary director of Bankinter, Fernando Masaveu Herrero, announced that he controlled the voting rights of the Bankinter shares held by the various companies of the Masaveu Group, including Corporación Masaveu, S.A.. This information was disclosed by the director purely for good governance purposes and in order to comply with prevailing legislation concerning transparency of information at listed companies, and does not entail any change of ownership or assignment of rights.
To guarantee the effective compliance of the functions assigned to it, the Board of Directors has formed several committees to direct and control specific matters, facilitate the preparation of proposals for decision-making on these matters and reinforce the guarantees of objectivity and control of the Board's activity.
The Audit Committee, the Risk and Compliance Committee, the Remuneration Committee and the Appointments, Sustainability and Corporate Governance Committee will be composed of a majority of external independent Directors and presided over by and an independent Director.
Ver Executive Committee Executive Committee
Chairman
Mr.Alfonso Botín Sanz de Sautuola y Naveda(Vice-president).
Vocales
- María Dolores Dancausa Treviño (Chairwoman Non-Executive)
- Gloria Ortiz Portero (CEO)
- Fernando Masaveu Herrero (External dominical Director)
- María Luisa Jordá Castro (External independent Director)
Secretary
Gloria Calvo Díaz (Secretary/no Director)
The Executive Committee is composed of the Chairman of the Board of Directors,the Executive Vice-chairman, the CEO and any other directors appointed to the Committee by the Board. The Board appoints the members of the Executive Committee on the Chairman's recommendation for such period of time as the Board may decide.
As a consequence of the broad powers of the Board of Directors (plenary) and of the regularity with which the Board meets, the Executive Committee meets very infrequently, once or twice a year, although it can meet at any time to adopt decisions that fall under the Board's authority when a Board meeting cannot be held, either at the request of the Chairman or the committee members.
Ver Remuneration Committee Remuneration Committee
Chairman
Álvaro Álvarez-Alonso Plaza (External independent director)
Members
- Fernando Masaveu Herrero (External director)
- Teresa Martín-Retortillo Rubio (External independent director)
- Teresa Paz-Ares Rodríguez (External independent director)
Secretary
Gloria Calvo Díaz (Secretary/no Director)
The Remuneration Committee will comprise a minimum of three and a maximum of seven Directors nominated by the Board of Directors on the recommendation of the Remuneration Committee. Committee members are appointed for a two-year term which are automatically renewable.
At the Committee Chairman's discretion, its meetings may be attended by the Bank's President and CEO, notwithstanding the Committee's authority to meet without them.
The Chairman of the Committee may engage the services of external consultants - as it did in 2003 - to advise the Committee on matters falling under its authority.
The Committee's functions include the following:
- To report on the system of remuneration for the Directors, Consultant Directors and Board Consultants and, from time to time, to review the structure and amount of that remuneration, and to ensure its transparency.
- To propose the system for the remuneration of the Chairman and the Managing Director in their capacity as executives of the Bank.
- To report on managerial or employee incentive plans linked to movements in the price of the Bank's shares, or other variable index.
- The other functions assigned to it in these Regulations or by the Board of Directors.
Ver Sustainability and Appointment Committee Sustainability and Appointment Committee
Chairman
Teresa Martín-Retortillo Rubio (External independent Director)
Members
- Marcelino Botín-Sanz de Sautuola y Naveda (External dominical Director)
- Álvaro Álvarez-Alonso Plaza (External independent Director)
- María Luisa Jordá Castro (External independent Director
Secretary
Gloria Calvo Díaz (Secretary/no Director)
The Sustainability and Appointments Committee shall be composed of a minimum of three and a maximum of seven Directors, nominated by the Board of Directors at the Committee´s proposal. Committee members are appointed for two-year terms which are automatically renewable.
The Committee Chairman will summon the Chairman and the Bank's executive directors to attend the Committee, without prejudice to the faculty of the Committee to meet by itself.
The main functions of the Sustainability and Appointments Committee are, among others, the following :
- To propose the appointment, re-election or dismissal of independent directors and members of the committees of the Board of Directors.
- To advise on the nomination of the Chairman, Vice-president, the CEO, the Secretary of the Board of Directors and Senior management.
- To know and to discuss executive Directors and Senior management´s annual evaluation of professional practice.
- Other duties provided by the Board Regulations.
In addition to exercising the typical functions of the Sustainability and Appointments Committee under the provisions in force and the most widely accepted recommendations relating to Corporate governance, this collegiate body deals with functions such as the evaluations of the Board and its committees or defining future succession plans of the Chairman and executive directors.
Ver Audit Committee Audit Committee
Chairman
Cristina García-Peri Álvarez (External independent Director)
Members
- María Luisa Jordá Castro (External independent Director)
- Álvaro Álvarez Alonso Plaza (External Independent Director)
- Teresa Martín-Retortillo Rubio (External independent Director)
Secretary
Gloria Calvo Díaz (Secretary/no Director)
According to the Company's by-laws, the Audit Committee is composed of a minimum of three and a maximum of seven members appointed by the Board of Directors for two-year terms which are automatically renewable. The Chairman must be replaced ever four years or before and may be re-elected once year after stepping down as Chairman.
The person responsible for the Auditing Division, accompanied as necessary by other people in his/her area, acts as the presenter at the Committee meeting. The auditor's representatives participate in the quarterly Committee meetings in which the results are verified before being published an in an annual monographic session on the auditor's report for the fiscal year, the conclusions of which are also presented by the auditor to the Board of Directors. The Chairman and CEO of the Bank may be called by the Committee Chairman to appear at the Committee meeting.
The Bank's Audit Division depends hierarchically on the Audit Committee, which approves the appointment and removal of the person responsible for the Division, the annual budget and the planning of its activities.
Among other, the functions of the Audit Committee include the following:
- To present the Committee's Annual Report to the General Meeting of Shareholders and to respond to the questions raised by shareholders and falling within its scope of authority.
- To propose to the Board of Directors for submission to the General Meeting of Shareholders, the appointment, re-election or replacement of the external auditors and to ensure the rotation of auditing firms or teams and the prevention of conflicts of interest.
- To supervise the Company's internal audit services and to guarantee the independence, autonomy and universality of the internalauditing function.
- To oversee and supervise the Company's financial information processes and internal control system, with special reference to the regulations governing privileged and relevant information.
- To handle relations with the external auditors and to receive information from them, particularly on questions relative to the account auditing process. The external auditors appear at a Board Meeting at least once a year and quarterly at Committee meetings.
- To verify the Bank's and Group's quarterly financial statements and annual accounts, the annual report and the management report prior to being proposed by the Board of Directors or approved and prior to its publication following an examination of the reports of the external auditors and the Audit Division.
- To resolve the conflicts of interest and other questions relative to the norms of conduct applicable to Board members.
- Any other functions foreseen in the Bylaws and the Board of Directors Regulations.
The Committee's functions are not exclusively consultative; it also has decision-making authority in certain cases as set forth in the Board of Directors Regulations.
The operation of the Audit Committee shall be governed firstly by the rules set forth in the Board of Directors Regulations and secondly by the rules governing the Board of Directors. In all cases, these regulations should foster the independent operation of the Committee.
The Audit Committee has access to all of the information and documentation needed to perform its functions and may request the assistance of advisers, consultants, experts and other independent professionals.
Ver Risk and Compliance Committee Risk and Compliance Committee
Chairman
María Luisa Jordá Castro (External independent Director)
Members
- Cristina García-Peri Álvarez (External independent Director)
- Álvaro Álvarez-Alonso Plaza (External dominical Director)
Secretario
Gloria Calvo Díaz (Secretary/no Director)
In accordance with the Board Regulation, the Risk and Compliance Committee is comprised of a minimum of three and a maximum of seven Directors, appointed by the Board of Directors for a term of two years, which can be renewed automatically.
The risk and compliance committee shall exercise supervisory powers over risk and compliance related matters.
For the purposes of the functioning of the Risk and Compliance Committee, any rules established by the Board of Directors Regulation are directly applicable and, in lieu of these, those governing the Board of Directors will apply. In any case, the application of said rules must favour the independence of the Committee in the course of its activity.
The Risks Director for the Company acts as ordinary speaker.