Bankinter has a strong commitment to sustainability; i.e., responsible performance in all its areas of operations. This implies a robust Corporate Governance model underpinned by a board with the right size and composition to ensure diversity and effectiveness; sound internal decision-making processes; and a clear corporate structure, with well defined lines of responsibility to guarantee that risks are properly identified, assessed and managed.
Under the board's leadership and oversight, this model helps achieve the core objective of long-term value creation for all stakeholders: shareholders, customers, employees and society in general.
Under the board's leadership and oversight, this model helps achieve the core objective of long-term value creation for all stakeholders: shareholders, customers, employees and society in general.
Law 5/2021 of 12 April establishes that directors of listed companies must necessarily be natural persons. The first transitional provision of the aforementioned law established its applicability to appointments, including renewals, taking place from the month following its publication in the BOE (official state gazette), i.e. 13 May 2021.
The expiry of the term of office of Cartival S.A., a proprietary director of Bankinter, in 2022, led to the application of the aforementioned legal provision. Consequently, Alfonso Botín-Sanz de Sautuola y Naveda, who until then represented Cartival on the board of directors of Bankinter, was appointed as new proprietary director. Following the approval of his appointment by the annual general meeting held on 23 March 2022, Mr Botín-Sanz de Sautuola was appointed executive vice chairman of the board.
Director Teresa Martin-Retortillo Rubio was re-elected as external independent director by the same annual general meeting.
Accordingly, the board of directors consists of 11 directors, with the following allocation of directorships:
Therefore, the board of directors continues to have, on the one hand, a size favouring effectiveness, where all directors may participate and decision-making is agile and, on the other hand, a structure that reflects the existing proportion between the company's capital, represented by the proprietary directors, and the rest of the capital. Bankinter has 54.5% independent directors, which enables it to comply with national and international recommendations and best practices.
In terms of diversity and equality, the percentage of women on the board stands at 45.5%, ahead of the target set internally and above the targets set for future years by national and international recommendations and best practices. Four of the female directors are independent non-executive directors and one is an executive director and chief executive of the company.
The members of Bankinter's board of directors have, as a whole, sufficient and appropriate knowledge and experience to cover all the areas necessary for the performance of the Bank's activities. Among others, the following:
The current composition of Bankinter's board of directors thus fully meets the objectives of diversity, both in terms of knowledge and experience, national and international, and in terms of gender and age.
(*) One as chief executive officer and highest ranking executive of the company since 2010.
In the 2022 financial year, the composition of Bankinter's board committees remained unchanged, although significant changes were introduced in the distribution of their competencies.
In particular, the monitoring and supervisory role of the sustainability and appointments committee and the risk and compliance committee was strengthened, both in terms of content and frequency of reporting to them. These changes came about because of the importance for Bankinter of environmental, social and governance (ESG) criteria, as set out in its Strategic Sustainability Plan, which includes 17 strategic lines of action.
Since 2021, Bankinter has had the necessary statutory authorisation to hold meetings exclusively by electronic means, with all the necessary provisions to ensure that shareholders can attend and effectively exercise all their rights. Having this possibility gives the Bank greater flexibility, which can be very useful in situations where this format is advisable without relying on exceptional legislative measures.
However, once the pandemic situation had been overcome, in 2022 the company opted to hold the annual general meeting in a hybrid format, enabling both in-person attendance and telematic attendance, in order to facilitate general participation.
Bankinter also adheres to a policy of communication with shareholders, institutional investors and proxy advisors aimed at taking their legitimate interests into account. Therefore, they receive information on the Bank's priorities and criteria in relation to all matters related to Corporate Governance, among other aspects of management.
One of the pillars of Bankinter's robust Corporate Governance system is its internal regulations, comprising the frameworks, policies and procedures governing the different areas of its corporate life and activity, in accordance with the applicable external regulations and best practices. In 2022, work continued on this regulatory pyramid, which was embodied in the Group's Corporate Governance Policy in 2021. This ensures that the internal regulations retain, at all times, a coherent and efficient structure, with clear and well defined scopes of application and powers of proposal, approval and monitoring, with the aim of facilitating the supervisory duties of the board
As regards relations with subsidiaries, Bankinter Group has a solid mechanism for co-ordinating its internal governance systems. In accordance with the Corporate Governance Policy, the board of directors establishes the appropriate guidelines to ensure the exchange of information necessary for the strategic coordination of the activities carried out by the different companies of the Group.
Bankinter has also made progress in adapting the internal regulations of its subsidiaries to the general policies approved for the Group. This ensures uniformity in the application of their Corporate Governance principles, while respecting the particularities arising from their respective areas of activity, their specific regulations and the principle of proportionality.
The board committees continued to carry out important duties in relation to Bankinter Group companies, both through the exercise of specific competences and through co-ordination in matters within their competence, thus contributing to maintaining transparency and simplicity in the organisation
The committees carry out the duties within their competence for those Group companies that, not having their own committees due to their size and composition, nevertheless require supervisory work in the matters under the responsibility of the corresponding committee. This is the particular case of the duties exercised by the remuneration and sustainability and appointments committees of the parent Bankinter with respect to Bankinter Luxembourg, Bankinter Asset Management, and the companies comprising the Consumer Group, with Bankinter Consumer Finance as parent.
The board of directors carried out its annual evaluation of financial year 2022, with the assistance of an external expert, in accordance with recommendation 36 of the Good Governance Code of Listed Companies. The evaluation did not detect any deficiencies requiring an action plan approved by the board in order to be remedied, although areas for improvement were identified in an attempt to continue to ensure excellence in the functioning of the Bank's governing bodies.
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