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02 Corporate governance
Cecabank 2015 Annual Report
Changes in the Board of Directors in 2015
In compliance with the best standards of Corporate
Governance, a new independent director, Ms Julia
Salaverría Monfort, joined the Board in March 2015. As
a result of this, all the Board’s delegated Committees are
now chaired by independent directors.
Functioning and material events
The Articles establish that the Board must hold at least
six meetings a year, called by the chairman.
In 2015 the Board of Dirctors met on eleven occasions
and agreed on the following, amongst others:
To divide the the Appointments and
Remuneration Committee into two separate
committees: the Appointments Committee and
the Remuneration Committee.
To change the name of the Solvency and Risk
Committee to Risk Committee and to change one
of its members.
Moreover, the Regulations for the Board of Directors and
its Committees were amended.
The General Secretary, Mr Fernando Conlledo Lantero,
attended the Board meetings without voice or vote, in
his capacity as non-director secretary.
Term of office
The directors are in office for a period of six years,
although they can be re-elected, and they may designate
substitutes if one or several of them leave the Board.
Evaluation of the Board of Directors
In 2015 the activity and functioning of the Board of
Directors and its Committees were evaluated.
Gender diversity on our
Board of Directors
2014 2015
Evolution of female directors on the Board of Directors and its committees
Policy on the representation objective for the
gender less represented on the Board of Directors
In compliance with Article 31.3 of Act 10/2014, of 26
June, on the Organization, Supervision and Solvency of
credit institutions, at its meeting on 25 November 2014
the former Appointments and Remuneration Committee
passed the “Policy on the representation objective for
the gender less represented on the Board of Directors”
(the “Policy”). This Policy contains guidelines on how to
increase the number of women on the Board.
The Policy establishes a short-termobjective that at least
fifty per cent (50%) of independent Directors should be
women. This objective was met with the appointment of
Ms Julia Salaverría Monfort as an independent Director
at the General Shareholders’ Meeting of 17 March 2015.
Thus, today Cecabank’s Board of Directors is formed by
twelve Directors, of whom seven are proprietary, four
are independent and one is executive. Two of the four
independent Directors are women.
In the medium term, the goal is for the number of women
on the Board to increase so that a balance between men
and women is eventually reached. The vacancies which
arise on the Board and its different Committees will be
taken into aiming for this goal.
Executive
Proprietary
Independent
Board of Directors Appointments Committee Remuneration Committee Audit Committee Risk Committee
9.09%
0% 0% 16.67% 25% 25% 25% 25%
33.3%
25%