One of Bankinter's priorities is to continue strengthening and improving its corporate governance framework, as it has done over the past few years, in order to meet and overcome the challenges ahead as responsibly and sustainably as possible.
Bankinter's Corporate Governance Policy contains the general principles that underpin the specific corporate policies and internal procedure rules regarding corporate governance. Together, these policies and rules form Bankinter Group’s internal corporate governance framework and are mandatory for all group entities as well as their respective governing bodies. Furthermore, it contains the principles that define the Group's corporate structure, as well as the core rules of its internal operations for the implementation of applicable legislation and the best corporate governance practices. The details of the Corporate Governance Policy, in addition to the associated policies (Director Selection and Succession, Suitability and Training Assessment) can be found on the Bank's corporate website, as well as the annual Corporate Governance Report approved by the board of directors and which contains all information about Bankinter's corporate governance.
Information on the board of directors and its committees, and changes in the composition of these bodies during the year is shown below.
Bankinter continued to enhance the composition of its board of directors in 2020 by welcoming a number of new members, illustrating its firm commitment to maintaining a balanced board composition, seeking diversity in terms of skills, experience in Spain and abroad, gender and the number of independent directors.
The main changes in the board of directors in 2020 were as follows:
A total of 11 directors now sit on the board of directors, distributed as follows:
The board of directors continues to have the necessary size to favour its efficient operation, the participation of all the directors and agility in decision-making. Its structure reflects the existing proportion between the capital of the company represented by proprietary directors and the rest of the capital, having 54% independent directors. Bankinter adheres to national and international best practices and recommendations.
With regard to gender diversity, Bankinter reached the goal of 30% representation on the board of directors for the underrepresented sex in 2015. This target was approved by the board of directors in October 2014, on the recommendation of the appointments and corporate governance committee, together with the guidelines on how to achieve this no later than 2020. Despite having achieved this objective, Bankinter's board of directors continues to apply objective criteria in all selection processes for new members of the board, free of conditioning factors or bias that could limit the access of women to board positions, assessing each candidate's independence, professional standing, capacity and experience in the sector in every case. This is demonstrated by women now accounting for 36.3% of total board membership, with three women acting as independent external directors and one as an executive director and the Company's chief executive.
Following the amendment of recommendation 15 of the Good Governance Code of Listed Companies in 2020, and considering the size of Bankinter's board, the board of directors, on the recommendation of the appointments and corporate governance committee, has agreed on a new target for the representation for women (currently the least represented gender) on the board of 40%, which must be reached before the end of 2022, in line with the aforementioned recommendation. However, the duration of directors' positions at Bankinter was considered in setting this objective. Article 26 of Bankinter's by-laws states that 'Directors shall hold office for four years, though they may be re-elected indefinitely for equal maximum terms of office.' Therefore, the proposal for the appointment of a new female director may only arise at the end of a mandate or when a director resigns or ceases in their position before the end of the term for which they were appointed.
At its meeting on 25 July 2020, the appointments and corporate governance committee began the selection process to fill possible vacancies that may arise due to the loss of independence during 2021, in accordance with Bankinter's director selection and succession policy. After evaluating several candidates, the committee proposed Cristina García-Peri Álvarez as a candidate to the board of directors. Now that the declaration of suitability has been received from the European Central Bank (notified to the Bank on 13 October 2020), the appointment proposal will be submitted to the 2021 annual general meeting.
During this process, the appointments and corporate governance committee sought to ensure a necessary balance of powers, capacity, expertise, diversity and experience on the board of directors, in accordance with the policy on director selection and succession. In doing so, the committee defined the duties and aptitudes required of nominees for the vacancy or vacancies, and assessed the time and commitment required for them to properly discharge their duties: i) gender diversity, ii) experience in business management, iii) international training and experience, iv) strategy skills, v) technological and digital expertise, and vi) medium-/long-term commitment.
In short, the appointments and corporate governance committee has confirmed that the candidate for Company director is a suitable person of good standing and possesses the merits, expertise, experience, qualifications, training, availability and commitment to her function, all of which will contribute great value to the board as a whole.
If the 2021 annual general meeting approves this appointment, along with the rest of the re-elections submitted to it, the percentage of women in Bankinter's board of directors will rise to 45.5%. As happened in 2015, it will reach the 2022 objective before the planned date and will maintain the percentage of independent directors above the recommendations, reaching 54.5%.
This is a further example of the firm intention shown by Bankinter's board of directors to maintain a suitably balanced board composition, seeking diversity in terms of skills, experience in Spain and abroad, gender and the number of independent directors.
A motion shall also be submitted to the annual general meeting to establish the number of directors at 11, unchanged from last year.
Bankinter, in its firm belief in the importance of a balance of power in decision-making processes, has established a clear separation of functions between the non-executive chairman and the chief executive officer.
While Bankinter has separated the two functions, its corporate by-laws and the Rules and Regulations of the Board of Directors allow the appointment of a coordinating or lead director from among its independent directors and of establishing his or her duties and powers. A coordinating director shall be appointed when the chairman of the board of directors is executive. In its current format, the board of directors has not needed to appoint a coordinating director from among its independent directors, with the abstention of the executive directors.
The board of directors has created an executive committee with delegated authority. Furthermore, it has a range of committees with supervisory, reporting, advisory and proposal powers. They are as follows at present:
The Rules and Regulations of the Board of Directors defines the functions and powers designated to each committee. Also, in 2019, the board of directors approved specific regulations for the audit and regulatory compliance committee, and in 2020 the regulations of the remuneration committee and the appointments and corporate governance committee, following the regulator's recommendations and to provide them with greater operating independence. These regulations are available on the Company’s corporate website.
The board of directors has pledged to continue strengthening the composition and performance of its committees so that they may better support the board in their respective spheres of influence, in accordance with national and international best practices. With this objective in mind, the board made the following changes to the composition of its committees in 2020:
Committee |
|
|
Appointments |
|
Director |
|
Date of board resolution approving the appointment |
Experience and knowledge gained |
|
Audit and regulatory compliance committee |
Dª. María Luisa Jordá Castro |
Chair |
26/03/2020 |
Audit |
D. Álvaro Álvarez-Alonso Plaza |
Member |
26/03/2020 |
Banking |
|
Risk committee |
Dª Teresa Martín-Retortillo Rubio |
Chair |
26/03/2020 |
Finance |
D. Álvaro Álvarez-Alonso Plaza |
Member |
26/03/2020 |
International market |
|
Remuneration committee |
D. Álvaro Álvarez-Alonso Plaza |
Chairman |
26/03/2020 |
Human resources |
D. Fernando José Francés Pons |
Member |
26/03/2020 |
Digitalisation |
With a view to continuously improving its operations, the board of directors has carried out its annual evaluation for 2020. This was performed internally, as the evaluation for 2019 was carried out by an external expert, as reported in last year's Corporate Governance Report. The Corporate Governance Report contains a specific chapter on the evaluation of the board and its committees, explaining their objectives and the subjective remit of the evaluation and its results. This evaluation did not reveal any deficiencies that might require the approval of a corrective action plan by the board of directors. However, certain areas for improvement were identified that would make the governing bodies more efficient in their operation.
The principles, characteristics and components of director remuneration can be found in the Remuneration Policy for the years 2019, 2020 and 2021, approved by the 2019 annual general meeting, subsequently modified by resolution of the annual general meeting held on 19 March 2020. Likewise, a description of these can be found in the Annual director remuneration report, which is submitted to an advisory vote at the annual general meeting.
Both the director remuneration report and the annual report provide individualised information on the remuneration received by each director, showing the amounts corresponding to each remuneration item. These items appear also individually in the report as well as the remuneration that corresponds to the executive duties entrusted to the Bank's executive directors.
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