Bankinter is more than a bank. To reinforce our contribution to society, we need an efficient corporate governance system capable of managing emerging risks in the most effective way. We are fully committed to the transition to a more sustainable environment, which was a core driver of our behaviour in 2023. This translates into responsible performance across all areas of our activity, through our governance bodies, involving all levels of the entire organisation.
Bankinter continually reviews its corporate governance system to comply with the strictest good governance practices and meet the demands of its stakeholders, in order to create a long-term strategy for stability and value creation for all of our shareholders, customers, employees and society in general.
Some of the new features and improvements implemented in 2023 are described below. More detailed descriptions are provided in the annual corporate governance report, which is available on Bankinter's corporate website.
(*) One as chief executive officer and highest ranking executive of the company since 2010.
At the Annual General Meeting held in 2023, the re-elections of María Dolores Dancausa Treviño as an executive director and the independent directors María Teresa Pulido Mendoza, María Luisa Jordá Castro and Álvaro Álvarez-Alonso Plaza were approved, all for a period of four years. Therefore, there are no changes in the composition of the Board compared to last year.
It is important to mention the changes communicated by Bankinter's chief executive officer on 20 December 2023, proposing the appointment of María Dolores Dancausa Treviño as non-executive chairwoman of the bank, replacing Pedro Guerrero Guerrero, who has resigned from that position after 17 years chairing the board of directors, and the appointment, by the Annual General Meeting of the Bank, to be held on 21 March 2024, of Gloria Ortiz Portero, the current head of Commercial Retail Banking, as the new chief executive officer of the bank. Both appointments will be effective on the day of the aforementioned Annual General Meeting. These decisions guarantee that handover always takes place in an orderly manner and that business continuity is protected without any setbacks.
The appointments of María Dolores Dancausa as non-executive chairwoman and Gloria Ortiz as chief executive officer mark a new era in which Bankinter will continue to promote a unique business model, based on profitable growth, diversification of income sources, an omnichannel approach and effective risk control, taking advantage of the synergies between the subsidiaries and geographical areas the Group operates in.
Likewise, in its meeting ofn 24 January 2024, the sustainability and appointments committee agreed to begin the selection process for a new independent external director, in order to cover the vacancy created by the director Fernando J Francés Pons' resignation, at his own request for personal reasons
This process ended with the proposal for the appointment of Teresa Paz-Ares Rodríguez, as an independent external director by the Annual General Meeting to be held on 21 March 2024, after her suitability was assessed by the committee.
Consequently, the board of directors is and will be formed, once these board proposals are approved at the meeting, by 11 directors, with the following distribution in terms of categories:
Therefore, the board of directors continues to have and consolidate, 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 will continue to have 54.5% independent directors, which enables it to comply with national and international recommendations and best practices.
In terms of diversity, the appointment of a new executive director and the independent external director will increase the number of women on the board to seven, 64%, which is above the targets set by Bankinter and national and international recommendations and best practices.
In addition, the appointment by the board of Maria Dolores Dancausa Treviño as non-executive chair will make the bank the only IBEX35 company with two women in the main administration and management positions (non-executive chair of the board of directors and chief executive officer). The other five female directors are independent external directors.
It should be noted that members of Bankinter's board of directors overall possess sufficient and appropriate knowledge and experience to cover all the areas necessary for running the entity's operations, including:
As a result, it can be concluded that the current composition of Bankinter's board of directors fully complies with the objectives of diversity in terms of national and international knowledge and experience, gender and age.
In 2023, the committees of Bankinter's board of directors retained the same composition and remits.
However, as in the previous year, the monitoring and supervision duties of the sustainability and appointments committee and the risk and compliance committee were further enhanced in terms of both the contents and frequency of reports on sustainability and other emerging risks.
Annual General Meeting
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.
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. Dialogue with stakeholders continues to be one of Bankinter's priorities, through which it verifies that its strategy and objectives are in line with their expectations, and ensures the continuity of those that drive its profitability and sustainable growth. Bankinter makes available information on its priorities and criteria in relation to all matters related to corporate governance, among other aspects of management.
Internal rules and regulations are a pillar of Bankinter's robust corporate governance system. They comprise frameworks, policies and procedures that govern the various areas of its corporate life and activity in accordance with applicable external regulations and best practices. The consolidation of these elements into a robust and coherent regulatory pyramid, which Bankinter has been adjusting and adapting to changing requirements in recent years, was demonstrated in the Group's Corporate Governance Policy in 2021. This ensures that the internal regulations always retain a coherent and efficient structure, with clear and well-defined scopes for application and powers for proposal, approval and monitoring, with the aim of facilitating the board's supervisory function.
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.
In addition, Bankinter adapted the internal rules and regulations of its subsidiaries to the general policies approved for the Group. This guarantees uniformity in the application of its corporate governance principles, while respecting the unique features of their respective areas of operation and the principle of proportionality.
The board committees continued to carry out duties in relation to Bankinter Group companies, both through the exercise of specific powers and through co-ordination in matters within their remit, 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, and Bankinter Investment Group.
The board of directors carried out its annual evaluation for the 2023 financial year. Note that because the evaluation for 2022 was carried out by an external expert (following recommendation 36 of the Good Governance Code of Listed Companies), the evaluation for 2023 was carried out internally, still taking into account the findings of previous financial years. The evaluation of operation and performance was carried out on the following collective bodies and functions: the board of directors, committees, the non-executive chairman of the board and executive directors, as well as chairmen of the committees.
The results of the internal evaluation for the 2023 financial year were reported by the committee to the board in the meeting held in January 2024, and the results was positive in every area and, therefore, no action plan was necessary. This will be included, as every year, in the Annual Corporate Governance Report that is presented to the Annual General Meeting to be held in 2024.
The banking sector has become a strategic sector in managing the risks resulting from climate change, capitalising on the opportunities that this transformation represents by financing renewable energies and supporting the ecological transition. New risks are emerging, such as those from the digital transformation and the current geopolitical situation. This makes it essential to have a robust, coherent and efficient corporate governance system.
The committees of Bankinter's board of directors will continue the current level of coordination and cooperation to ensure that sustainability risks and opportunities are identified and monitored through appropriate control processes.
Dialogue with stakeholders will remain a priority for the bank as a tool for guaranteeing alignment of its strategy and objectives with the expectations of its stakeholders and ensuring the necessary transparency and disclosure of information to generate trust and drive the profitability and sustainable growth of their investments in the bank, in accordance with Bankinter's corporate culture and values.
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