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Directors as at 31 December 2015

GENERAL SHAREHOLDERS’ MEETING

Operation and related issues

Cecabank’s General Shareholders Meeting convened twice in 2016, and they

agreed, among other issues:

In line with our 2013-2016 Strategic Plan, we carried out a series of activi-

ties to adapt Cecabank to the new institutional framework and establish an

internal governance model with the highest standards of good governance in

mind. We have been very rigorous, and have adapted to the EBA’s (European

Banking Authority) standards for Corporate Governance.

As from 2017 our Board of Directors will be made up of 14 members: 8

proprietary directors, 5 independent directors, and 1 executive director.

Four delegate committees for the Board of Directors have been set up, all

of which are presided over by independent directors:

Audit Committee

Appointments Committee

Remuneration Committee

Risk Committee

In terms of transparency, we publish our Annual Report every year with

content included in the Corporate Governance Annual Report (IAGC) and

the Pillar III Disclosures Report

The General Committee

is responsible for, among

other duties outlined in

the statutes, to appoint

and dismiss directors,

approving the annual

accounts and the

distribution of profits.

Ordinary General

Meeting:

Approval of the annual

accounts, the management

report, and the distribution

of profits, as well as the

management of the Board of

Directors, all corresponding to

the financial year ending 31

December 2015.

The creation of a

capitalisation reserve.

The re-election of the company

accounts auditor.

Maximum level of variable

remuneration for 2016, for

staff whose professional

duties have a significant

impact on the risk profile

of the Company.

Extraordinary General

Meeting:

The appointment of

Mr. Francisco Botas

Ratera, as proprietary

board member.

Ms Carmen Motellón

García’s appointment

as an independent

board member.

Cecabank

2016 Annual Report

Page. 45

04 CORPORATE GOVERNANCE

4.1

. Governing Bodies

4.2

. General Shareholders’ meeting | Operation and relevant issues

4.3

. Board of directors | Board of Directors’ Committees | Steering Committee | Executive Committee

4.4

. Code of Conduct